Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF has not: (a) issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed provided in any Current Reports of TCF on Form 8-K filed prior to SEC Documents, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-QSB or Form 10-KSB, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Investor or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $500,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless otherwise expressly 4.06 and except as contemplated or permitted by this Agreement, since December 31, 1996 from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, TCF (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has notnot been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has: (a) issued borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements); (b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or exchangeable for its other equity securities, securities or warrants, options or other rights to acquire its capital stock or other equity securities, except or any bonds or debt securities; or (ie) deposit made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company); (f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate; (g) made any loan to, or entered into any other transaction with, any of its directors, officers, and other bank obligations in employees outside the ordinary course of business; (h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) pursuant execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the exercise of stock options and warrants issued under, Company or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or any Subsidiary; (iii) increases to benefits payable under any existing severance or termination pay policies or employment agreements; (iv) increases to compensation, bonus or other benefits payable to directors, officers or employees of the grant Company or any Subsidiary; or (v) made any hirings of employees which would have materially affected the Company’s profitability if they had been made on January 1, 2006; (i) amended its certificate of incorporation, bylaws or other similar constituent documents; (j) made any material change in any method of accounting or accounting principles or practice or made any change in revenue recognition practice; (k) adopted, entered into, amended, altered or terminated (partially or completely) any Plan, except as contemplated by this Agreement or to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program the extent required by applicable Laws; (the "TCF Stock Plans"l) terminated or otherwise amended any material Company Contracts other than in the ordinary course of business; (bm) redeemedincurred any loss, purchased, acquired destruction or offered to acquire, directly or indirectly, any shares of capital stock of TCF casualty affecting the Company or any of the TCF its Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofnot covered by insurance; (cn) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF made or revoked any election relating to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of businessTaxes, (ii) liens and encumbrances for current property taxes not yet due and payable settled or being contested in good faithcompromised any claim, and action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (iii) liens and encumbrances which do not materially affect the value offiled any amended Tax Return, or materially interfere with, the current use (iv) changed any methods of reporting income or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange deductions for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessfederal income tax purposes; or (jo) committed or agreed in writing, orally or otherwise to do any of the foregoing.

Absence of Certain Developments. (i) Except as expressly contemplated by this Agreement, the Merger Agreement and the transactions contemplated hereunder or thereunder or as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementSEC Reports, since December 31, 1996 to 2005, neither the date hereof, TCF has notCompany nor any of its Subsidiaries has: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities except those issued pursuant to the Permitted Stock Plans; (b) borrowed any amount (except for intercompany loans) or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and material liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) other than as has been publicly announced by the Company, declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its capital stock or other equity securities, ); (e) except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, mortgaged or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified pledged any of its outstanding shares of capital stock properties or declared, set aside assets or paid any dividends or other distribution payable in cash, property or otherwise with respect subjected them to any shares of its capital stock or other securitiesLien, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims claims; (g) entered into any agreement to acquire the capital stock or other equity interests of any Person; (h) suffered any extraordinary losses or waived any rights of material value, except other than in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;consistent with past practice; or (i) taken any other material action agreed, whether orally or entered into any material transaction other than in the ordinary course of business; or (j) agreed writing, to do any of the foregoing. (ii) Neither the Company nor any Subsidiary has at any time made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary have (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any material debts or claims or waived any rights of material valueits tangible assets, except in the ordinary course of business business, or upon payment in fullcanceled any debts or claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets; (h) suffered any theftextraordinary losses or waived any rights of value, whether or not in the ordinary course of business or consistent with past practice; (i) made capital expenditures or commitments therefor that aggregate in excess of $10,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $10,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (by merger, exchange, consolidation, acquisition of stock made any Investment in or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;Subsidiary; or (in) taken any other material action or entered into any material other transaction other than in the ordinary course of business; or. (jii) agreed to do Neither the Company nor any of the foregoingSubsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, Commission Documents or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.1(z) hereto, since December March 31, 1996 to 2003, neither the date hereof, TCF has notCompany nor any Subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or warrants with respect thereto, other rights than to acquire its equity securitiesofficers, except (i) deposit directors and other bank obligations employees in the ordinary course of business, business consistent with past practice; (ii) pursuant borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such Subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current obligations or liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchasers or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebytheir representatives; (fvii) cancelled suffered any material debts or claims substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or had any customer cancel an order(s) for any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) suffered any theft, damage, destruction made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF$100,000; (hx) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any damage, destruction or casualty loss, the effect of which would have a Material Adverse Effect; (xiii) experienced any material problems with ten or more employees, as a group, or two or more officers, as a group, in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (jxv) agreed entered into an agreement, written or otherwise, to do take any of the foregoingforegoing (i) through (xiv).

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreementcontemplated by Sections 6.2, 6.5, 6.9 or 6.10 or as set forth on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement4.10, since December 31the Balance Sheet Date, 1996 to and until the date hereof, TCF the Company and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with past practice and there has notnot been: (ai) issued any damage, destruction or sold loss, whether or not covered by insurance, with respect to the property and assets of the Company and its Subsidiaries having a replacement cost of more than $500,000 for any single loss or $1 million for all such losses; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any of its equity securitiesSubsidiaries or any repurchase, securities convertible into or exchangeable for its equity securities, warrants, options redemption or other rights to acquire acquisition by the Seller or the Company or any of its equity securitiesSubsidiaries of any outstanding shares of capital stock or other securities of, except or other ownership interest in, the Company or any of its Subsidiaries; (iiii) deposit and any change in the Company's accounting principles, methods (other bank obligations than in the ordinary course of business), elections or policies (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") other than in the ordinary course of business); (biv) redeemedany creation of a mortgage, purchased, acquired pledge or offered to acquire, directly or indirectly, Lien (other than a Permitted Exception) on any shares assets of capital stock of TCF the Company or any of its Subsidiaries, except, in each case, under or relating to credit facilities existing on the TCF Subsidiaries Balance Sheet Date; (v) any purchase, sale, lease, transfer or other securities assignment or any agreement to purchase, sell, lease, transfer or assign, any of TCF the Company's or any of its Subsidiaries' assets, tangible or intangible, involving more than $100,000 for any single purchase, sale, lease, transfer or assignment (or agreement related to the TCF Subsidiariesforegoing) or $1 million for a series of such related purchases, sales, leases, transfers or assignments (or agreement related to the foregoing), except pursuant to the exercise of stock options and warrants issued underfor assets acquired or sold, leased or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued disposed of in the ordinary course of business after the date hereofconsistent with past practice; (cvi) splitany contract, combined lease, sublease, license or reclassified sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) entered into by the Company or any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, Subsidiaries involving more than $100,000 except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred those entered into in the ordinary course of businessbusiness consistent with past practice; (evii) soldany acceleration, assigned termination, modification or transferred cancellation of any assets with an aggregate market value in excess contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $150,000 for less than fair consideration, except (i) in 100,000 to which the ordinary course Company or any of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material valueits Subsidiaries is bound, except in the ordinary course of business or upon payment in fullconsistent with past practice; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwiseviii) any corporation, partnership, joint venture capital expenditure (or other business organization series of related capital expenditures) by the Company or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, any of its Subsidiaries involving more than $100,000 except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; orbusiness consistent with past practice; (jix) agreed any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) by the Company or any of its Subsidiaries involving more than $100,000 except in the ordinary course of business consistent with past practice; (x) any creation, incurrence, assumption or guarantee of any indebtedness for borrowed money by the Company or any of its Subsidiaries involving more than $100,000 in the aggregate except in the ordinary course of business consistent with past practice or under or relating to existing credit facilities; (xi) any grant of a license or sublicense of any rights under or with respect to any Intellectual Property of the Company and its Subsidiaries; (xii) any change in the articles or by-laws of the Company and its Subsidiaries; (xiii) any issuance, sale or other disposition of any of the capital stock of the Company and its Subsidiaries, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of the capital stock of the Company and its Subsidiaries; (xiv) any loan to, or any transaction with, any of the directors, officers, or employees of the Company or any of its Subsidiaries outside the ordinary course of business giving rise to any claim or right on its part against the person or on the part of the person against the Company or any of its Subsidiaries; (xv) any labor or collective bargaining agreement, written or oral, entered into, relating to the employees of the Company and its subsidiaries, or any material modification of the terms of any existing such contract or agreement, or any commitment to materially reduce the workforce of the Company and its Subsidiaries; (xvi) since April 1, 1999, any increase in the compensation of any of the directors or officers of the Company or any of its Subsidiaries or any employee of the Company or any of its Subsidiaries with an annual base salary in excess of $75,000 (a "Key Employee") or any general uniform increase in the compensation of the employees of the Company or any of its Subsidiaries outside the ordinary course of business consistent with past practice; (xvii) the adoption by the Company or any of its Subsidiaries of any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life or other insurance or (G) severance plan; (xviii) any other material change in employment terms for any of the directors or officers of the Company or any of its Subsidiaries or any Key Employee; (xix) any pledge by the Company or any of its Subsidiaries to make a capital contribution to any Person other than any of its Subsidiaries outside the ordinary course of business consistent with past practice; (xx) to the extent that any of the following will be binding or affect the Purchaser, the Company or any Subsidiary for any period after the Closing Date, any change in an election concerning Taxes or Tax Returns, any change in an annual accounting period, any adoption of or any change in an accounting method, any filing of an amended return, any entering into of a closing agreement with respect to Taxes, any settlement of a Tax claim or assessment, any surrender of a right to claim a refund of Taxes, any request for or receipt of a Tax ruling, or any entering into of a Tax agreement, contract, understanding, arrangement or plan; and/or (xxi) any commitment by the Seller or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports Section 5F of TCF on Form 8-K filed prior to the date of this Agreement, Company Disclosure Letter or on Schedule 2.9 unless as otherwise expressly contemplated required or permitted by this Agreement, since December 31, 1996 from the date of the Latest Balance Sheet to the date hereof, TCF has notneither the Company nor any of its Subsidiaries has: (ai) suffered any change, event or circumstance that has had, or that is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) granted, issued or sold any of its capital stock or equity securities, securities convertible into its capital stock or exchangeable for its equity securities, or warrants, options or other rights to acquire purchase its capital stock or equity securities (or securities exercisable or exchangeable for or convertible into such capital stock or equity securities), except for (ia) deposit issuances of Company Capital Stock upon exercise of Options or (b) issuances of replacement certificates representing shares of Company Capital Stock for which the original certificates have been lost, stolen or destroyed and with respect to which affidavits of loss including customary indemnification from the stockholder requesting the replacement have been obtained; (iii) subjected any material portion of its properties or assets to any material Lien, except for Permitted Encumbrances; (iv) declared, set aside, paid or effected any dividend or distribution to its stockholders in respect of the Company Capital Stock whether payable in cash, stock, property or otherwise, or made any other bank obligations payment on or with respect to any of its capital stock (other than dividends or distributions from a Subsidiary of the Company made in the ordinary course course); (v) sold, assigned or transferred any material portion of businessits assets, (ii) pursuant to the exercise except for sales or dispositions of stock options inventory and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees worn and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") obsolete assets in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationmaterial Company Intellectual Property Rights or, except (i) for non-exclusive licenses granted in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebylicensed any Company Intellectual Property Rights; (fvii) cancelled made or granted any material debts bonus, salary or claims other compensation increase to any former or waived any rights current director, officer, employee or consultant or group of material value, former or current employees or consultants (except in the ordinary course of business in accordance with past practice or upon payment as required pursuant to the terms of any agreement in full; (g) suffered effect as of the date hereof), or made or granted any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or material increase in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock payments or assets benefits provided under any employee benefit plan or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofarrangement, or assets materially amended or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken terminated any other material action existing employee benefit plan or arrangement or severance agreement or employment contract or adopted or entered into any material transaction other than new employee benefit plan or arrangement or severance agreement or employment contract (except in the ordinary course of businessbusiness in accordance with past practice or as required pursuant to the terms of any agreement in effect as of the date hereof); (viii) changed an annual accounting period or adopted or changed any material accounting method used by it or adopted any material accounting method unless required by GAAP, the Code or Applicable Law, or made any material election or settled any material claim relating to Taxes or changed any material election relating to Taxes already made unless required by GAAP, the Code or Applicable Law; (ix) altered through merger, liquidation, reorganization, conversion, restructuring, election or in any other manner the corporate structure, ownership or classification for Tax purposes of the Company or any Subsidiary; (x) made any loans or advances to, or guarantees or suretyship agreements for the benefit of, any Persons (except for advances of business expenses in the ordinary course of business to employees); or (jxi) agreed suffered any material damage, destruction or other casualty loss with respect to do material property owned by the Company or any of the foregoingits Subsidiaries that is not fully covered by insurance (subject to any applicable deductibles or self-insured amounts).

Absence of Certain Developments. Except as expressly contemplated by the Transaction Agreements or as set forth on the attached Developments Schedule, and except as disclosed in any Current the Issuer SEC Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF has notneither the Issuer nor any Subsidiary has: (ai) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) borrowed any amount in excess of $250,000 or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (dv) borrowed mortgaged or pledged any amount of its properties or incurred assets or became subject subjected them to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationLien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (fvi) cancelled sold, assigned or transferred any of its tangible assets in excess of $50,000 individually or $250,000 in the aggregate or any interest in any Subsidiary, except in the ordinary course of business, or canceled any material debts or claims claims; (vii) sold, assigned, transferred or abandoned any material patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other Intellectual Property Rights, or disclosed any material proprietary confidential information to any Person; (viii) suffered any material extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gix) suffered made any theft, damage, destruction Investment in or loss of or taken steps to incorporate any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;Subsidiary; or (hx) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken entered into any other material action or entered into any material transaction transaction, other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "DEVELOPMENTS SCHEDULE", since the date of this Agreementthe Latest Balance Sheet, neither the Company nor any Subsidiary have i. issued any notes, bonds or on Schedule 2.9 unless otherwise expressly contemplated other debt securities or permitted by this Agreementany capital stock or other equity securities or any securities convertible, since December 31exchangeable or exercisable into any capital stock or other equity securities other than options under the Company's stock inventive plan and shares issued upon the exercise of such options; ii. discharged or satisfied any material Lien or paid any material obligation or liability, 1996 other than current liabilities paid in the ordinary course of business; iii. declared or made any payment or distribution of cash or other property to the date hereof, TCF has not: (a) issued its stockholders with respect to its capital stock or sold other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities), except (i) dividends paid in cash by other than repurchases of stock from former employees, directors, officers, consultants and advisers pursuant to the TCF Subsidiaries terms of stock restriction agreements to which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common StockCompany is a party; (d) borrowed iv. mortgaged or pledged any amount of its properties or incurred assets or became subject subjected them to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationLien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable payable; v. sold, assigned or being contested transferred any of its tangible assets, except in good faith, and (iii) liens and encumbrances which do not materially affect the value ofordinary course of business, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled canceled any material debts or claims claims; vi. sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any Person other than newly hired employees of the Company other than pursuant to a confidentiality agreement; vii. suffered any material extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (g) viii. made capital expenditures or commitments therefor that individually are in excess of $50,000 or in the aggregate are in excess of $500,000. ix. made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $10,000 in the aggregate other than advances to the Company's employees made in the ordinary course of the Company's business; x. suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $150,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed xi. made any Investment in or taken steps to do incorporate any of Subsidiary. Neither the foregoingCompany nor any Subsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, Commission Documents or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.1(aa), since December 31September 30, 1996 to 2008, neither the date hereof, TCF has notCompany nor any Subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsright, options or warrants with respect thereto other rights to acquire its equity securities, except (ithan under the Company’s stock option plan(s) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became become subject to any material liability in excess of $1,000,000 liabilities (absolute or contingent) except borrowings or current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than Permitted Liens and current liabilities paid in the ordinary course of business; (eiv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock other than under any equity incentive plans of the Company; (v) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationother tangible assets, or canceled any debts or claims, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (fvi) cancelled sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights necessary for the conduct of its business as presently conducted; (vii) suffered any material debts or claims losses or waived any rights of material value, whether or not in the ordinary course of business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) suffered any theft, damage, destruction made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF$100,000; (hx) acquired (by merger, exchange, consolidation, acquisition made charitable contributions or pledges in excess of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO$10,000; (ixi) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxii) agreed entered into an agreement, written or otherwise, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as expressly contemplated by the Transaction Agreements or as set forth on Schedule 3.10, and except as disclosed in any Current the Issuer SEC Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF has notneither the Issuer nor any Subsidiary has: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount in excess of $250,000 or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any material Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any of its tangible assets in excess of $50,000 individually or $250,000 in the aggregate or any interest in any Subsidiary, except in the ordinary course of business, or canceled any material debts or claims claims; (g) sold, assigned, transferred or abandoned any material patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other Intellectual Property Rights, or disclosed any material proprietary confidential information to any Person; (h) suffered any material extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOconsistent with past practice; (i) made any Investment in or taken steps to incorporate any Subsidiary; or (j) entered into any other material action or entered into any material transaction transaction, other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in Purchaser's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, in any Current Reports of TCF Purchaser on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31September 30, 1996 to the date hereof, TCF Purchaser has not: (a) issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCFPurchaser's 1995 Incentive Stock Program and Director Stock Program (the "TCF Purchaser Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF Purchaser or any of the TCF Purchaser Subsidiaries or other securities of TCF Purchaser or any of the TCF Purchaser Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Purchaser Subsidiaries which are wholly owned by TCF Purchaser to TCF Purchaser or to another wholly owned TCF Purchaser Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Purchaser Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;Purchaser. (he) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF Purchaser on a consolidated basis, except in exchange for debt previously contracted, including real estate acquired through foreclosure or deed in lieu of foreclosure ("REO"); (if) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (jg) agreed to do any of the foregoing.

Absence of Certain Developments. Since December 31, 1998, there has not been any material adverse change in the business, properties, assets, liabilities, employee representation, financial condition or results of operations of the Company or any of its Subsidiaries. Except as disclosed in any Current Reports of TCF set forth on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise attached DEVELOPMENTS SCHEDULE and except as expressly contemplated or permitted by this Agreement, since December 31, 1996 to 1998, neither the date hereof, TCF has notCompany nor any Subsidiary has: (a) issued borrowed any amount or sold incurred or become subject to any liabilities in excess of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities$100,000, except (i) deposit and other bank obligations liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (iior similar financial institutions) pursuant necessary to the exercise meet ordinary course working capital requirements; (b) mortgaged, pledged or subjected to any material lien, charge or other encumbrance, any portion of stock options and warrants issued underits assets, except Permitted Liens; (c) sold, assigned or otherwise pursuant totransferred any portion of its tangible assets, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") except in the ordinary course of business; (bd) redeemedsold, purchasedassigned or transferred any patents, acquired or offered to acquirecertificates of plant variety protection, directly or indirectlytrademarks, any shares of capital stock of TCF or any of the TCF Subsidiaries trade names, copyrights, trade secrets or other securities of TCF or any of the TCF Subsidiariesintangible assets, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) soldsuffered any damages or losses, assigned whether covered by insurance or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationnot, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims having a Material Adverse Effect or waived any rights of material value; (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (g) made any unfunded or committed to make any unfunded capital expenditures in excess of $375,000 in the first quarter of 1999, $375,000 in the second quarter of 1999, $375,000 in the third quarter of 1999 and $375,000 in the fourth quarter of 1999, without the prior consent of Buyer; (h) entered into any other material transaction, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REObusiness; (i) taken made any declaration, setting aside or payment of any dividend, or any distribution in respect of capital stock of the Company or any of its Subsidiaries, or any redemption, purchase or other material action acquisition of any capital stock of the Company or entered into its Subsidiaries; (j) made any material transaction increase in the compensation payable or to become payable by the Company and its Subsidiaries to any of its respective officers, directors, employees or agents, other than in the ordinary course of business; (k) made any change in the terms of any bonus, insurance, pension or other benefit plan for or with any of the Company's or its Subsidiaries' officers, directors or employees which increases amounts paid, payable or to become payable thereunder, other than in the ordinary course of business; (l) entered into any employment or collective bargaining agreement with any individual, representative, labor organization and/or union; (m) received any written complaints or concerns which relate to the Company's or any of its Subsidiaries' labor relations; (n) entered into any transaction with any Affiliate; (o) made any change in its accounting procedures and practices; or (jp) agreed made any unreasonable changes from its past practice with respect to do its credit criteria or failed to make any of appropriate changes to its allowance for doubtful accounts in the foregoingevent its credit criteria was reasonably changed.

Absence of Certain Developments. The Company’s Total Operating Assets as of the open of business on the Closing Date are at least $4,476,000. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless 4.6 or as otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF the Company has not: (a) issued borrowed any amount or sold incurred or become subject to any material liabilities, except liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements; (b) mortgaged, pledged or subjected to any lien, charge or other encumbrance, any portion of its assets, except Permitted Liens; (c) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business; (d) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (e) suffered any material damage, destruction or extraordinary losses, whether or not covered by insurance; (f) issued, sold, assigned or transferred any of its Shares or other equity securities, securities convertible into its Shares or exchangeable for its other equity securities, securities or warrants, options or other rights to acquire its Shares or other equity securities, except or any bonds or debt securities; (g) declared or paid any dividends or made any distributions on the Company’s Shares or other equity securities or redeemed or purchased any shares of the Company’s Shares or other equity securities or, other than pursuant to contracts or commitments disclosed on Schedule 4.9, made any other payments to the Seller, the Holder or any of their respective Affiliates (other than the Company); (h) to the Knowledge of the Company, had any change in its assets, liabilities, financial condition, prospects or operations that individually or in the aggregate has had or is reasonably expected to have a Material Adverse Effect; (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued underhad any resignation or termination, or any hiring or engagement of, any manager, officer, key employee or group of employees of the Company; and the Company has no Knowledge of the impending resignation or termination of employment of any such director, officer, key employee or group of employees, except as provided for in this Agreement or on Schedule 4.6; (j) had any change in its obligations by way of guaranty, endorsement, indemnity, warranty or otherwise pursuant tothat has had a Material Adverse Effect; (k) waived any rights of material value or material debt owed to it; (l) made any direct or indirect loans to any shareholder, employee, officer or director of the Company, the agreements, arrangements or commitments identified on Schedule 2.3Seller, or (iii) the grant Holder, other than advances to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (bm) redeemedmaterially changed any compensation arrangements or agreements with any employee, purchasedofficer, acquired director or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any shareholder of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant toCompany, the agreementsSeller or the Holder, arrangements other than as required under agreements or commitments identified Plans disclosed on Schedule 2.3, 4.9 or stock options issued in the ordinary course of business after the date hereof; (c) split, combined 4.14 to this Agreement or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (en) soldadopted a plan of liquidation or resolutions providing for liquidation, assigned dissolution, merger, consolidation or transferred any assets with an aggregate market value in excess other reorganization of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyCompany; (fo) cancelled made any material debts amendments to any agreement to which it is a party or claims by which it is bound; (p) changed its accounting methods or waived principles or booked any rights write-down, write-up or revaluation of material valueany assets of the Company; (q) failed to promptly pay and discharge current liabilities, except in or entered into an agreement with any party to extend the payment of any current liability; (r) taken any action outside of the ordinary course of business with the intent of increasing Total Operating Assets for purposes of meeting the condition contained in Section 2.1(h) of this Agreement or upon payment in fullotherwise under this Agreement; (gs) to the Knowledge of the Company, suffered any theft, damage, destruction adverse allegation or loss of finding by any governmental agency or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessAuthority; or (jt) agreed committed orally or in writing to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the attached Schedule 5.7, since December 31June 30, 1996 to the date hereof1999, TCF has notneither HI nor any Subsidiary has: (a) issued any notes, bonds or sold other debt securities or any of its capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except as reflected in Section 5.3 of this Agreement; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities convertible into or exchangeable for purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims; (iig) pursuant to the exercise of stock options and warrants issued undersold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets, or otherwise pursuant toother intangible assets, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") except in each case for non-exclusive license agreements made in the ordinary course of business; (bh) redeemed, purchased, acquired suffered any Material Adverse Effect or offered to acquire, directly or indirectly, suffered any shares of capital stock of TCF or any of the TCF Subsidiaries or extraordinary losses (other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities than operating losses incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) made any Investment in or taken steps to incorporate any Subsidiary, or made any Investment in any other material action or Person; or (j) entered into any other material transaction other than in the ordinary course of business. (k) knowledge of any change in the assets, liabilities, financial condition or operations of HI from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; (l) knowledge of any resignation or termination of any officer or key employee of HI or its Subsidiaries; and HI or its Subsidiaries, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (m) knowledge of any material change, except in the ordinary course of business, in the contingent obligations of HI or its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (n) knowledge of any waiver by HI or its Subsidiaries of a valuable right or of a material debt owed to it; (o) knowledge of any direct or indirect loans made by HI or its Subsidiaries to any shareholder, employee, officer or director of HI or its Subsidiaries, other than immaterial advances made in the ordinary course of business; (p) knowledge of any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder other than entry into the non-compete and confidentiality agreements with the Chief Executive Officer, President, and Executive Vice President and Chief Technology Officer in the form delivered to Investor; (q) knowledge of any labor organization activity; (r) knowledge of any change in material agreement to which HI or its Subsidiaries is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; or (js) agreed knowledge of any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries. (t) made any arrangement or commitment by HI or its Subsidiaries to do any of the foregoingacts described in subsection (a) through (s) above.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF has notneither the Company nor the Parent has: (a) issued any notes, bonds or sold other debt securities or any partnership interests or other equity securities or any securities convertible, exchangeable or exercisable into any partnership interests of such entity; (b) borrowed any amount or incurred or become subject to any liabilities other than trade payables or other payments not in excess of Seventy Five Thousand Dollars ($75,000) in the aggregate; (c) discharged or satisfied any Lien or paid any obligation or liability; (d) declared or made any payment or distribution of cash or other property to any entity with respect to its partnership interests (whether as a dividend, return of capital or otherwise) or purchased or redeemed any partnership interests or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien; (f) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits tangible assets; (fg) cancelled sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person; (h) suffered any material debts or claims losses or waived any material rights of material value, except whether or not in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOconsistent with past practice; (i) suffered any losses or cancellation or received any notification as to any such impending loss or cancellation of any material and/or significant customer contract, vendor contract, provider agreement or government contract; (j) received notification from any local, state or federal regulatory agency limiting, suspending, or revoking either the Parent’s or the Company’s licenses, permits or any similar approvals to conduct such entity’s business; (k) made Capital Expenditures not otherwise set forth in the Annual Budget or commitments therefore; (l) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons; (m) suffered any material damage, destruction or casualty loss; (n) made any Investment in or taken steps to incorporate any other material action or Subsidiary; (o) entered into any material other transaction other than in the ordinary course of business or any material transaction whether or not in the ordinary course of business; or (jp) agreed entered into any agreement, or otherwise made any commitment, to do any of the foregoingacts described in subparagraphs (a) through (o) above. Neither the Parent nor the Company has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed Since the Latest Balance Sheet Date, there has been no development, change, event or occurrence that, individually or in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreementaggregate, has had, or is reasonably likely to have, a Company Material Adverse Effect. Except (i) as set forth on Schedule 2.9 unless otherwise Section 4.7 of the Company Disclosure Schedule, or (ii) as expressly contemplated or permitted by provided for under this Agreement, since December 31the Latest Balance Sheet Date, 1996 to each Group Company has conducted its respective businesses only in the date hereof, TCF Ordinary Course and has not: (a) issued amended or sold any modified its certificate of its equity securities, securities convertible into formation or exchangeable for its equity securities, warrants, options operating agreement (or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businesssimilar governing instruments); (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any units of its outstanding shares Equity Interests; (c) (i) issued, sold, granted or otherwise disposed of any of its Equity Interests or any other equity security or equity award, (ii) issued, sold, granted or otherwise disposed of any options, warrants, calls, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the issuance, sale, pledge or other disposition of any units of such Group Company’s Equity Interests or any other equity security, (iii) entered into any Contract calling for any transaction referred to in preceding clauses (i) or (ii), or (ii) made any other change in its capital stock or structure; (d) declared, set aside or paid any dividends or other distribution payable distributions (whether in cash, stock, property or otherwise with any combination thereof) on or in respect to of any shares of its capital stock Equity Interests or any other securitiesequity security, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend redeemed, purchased or acquired for value any units of $.1875 for each share of TCF Common Stock; (d) borrowed its Equity Interests or any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of businessother equity security; (e) soldadopted or effected any plan or agreement of complete or partial liquidation, assigned dissolution, consolidation, merger, restructuring, recapitalization or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value ofother reorganization, or materially interfere withotherwise liquidated, the current use wound up or ability to convey, the property subject thereof or affected therebydissolved; (f) cancelled incurred any material debts Debt (including any assumption or claims guarantee thereof) or waived made any rights of material valueloans, advances or capital contributions to, or investments in, any other Person, except for advances for travel and other normal business expenses to directors, officers and employees in the ordinary course of business Ordinary Course that do not individually or upon payment in fullthe aggregate exceed $20,000; (g) suffered subjected any theft, damage, destruction of its properties or loss of assets or any Company Leased Real Property to any property Lien, except for, if any, Real Estate Permitted Liens; (h) changed or properties owned modified any method of accounting or used accounting practice, including for Tax purposes, or Tax calculating or Tax reporting methods or practice, except as required by itGAAP; (i) consented to any extensions (other than extensions to file Tax Returns validly obtained in the Ordinary Course) or waived any statute of limitations in respect of Taxes or executed or filed with any Government Authority any agreement extending the period of assessment or collection of any Taxes; (j) made or amended any elections for Tax purposes; (k) adopted a taxable year other than the fiscal year ending December 31; (l) entered into any “closing agreement,” as described in Code Section 7121 (or any corresponding provision of state, whether local or foreign Tax Law); (m) settled or compromised any material claim or assessment relating to Taxes; (n) made any payments, become obligated to make any payments, or become a party to any plan, program or agreement that could obligate it to make any payments, separately or in the aggregate, that would not covered by insurance, which wouldbe fully deductible under Code Section 280G; (o) made any change or modification (other than any changes or modifications that are, individually or in the aggregate, have a Material Adverse Effect on TCFnot material) to its cash management practices and its policies, practices and procedures with respect to (i) billing and collection of accounts receivable or unbilled charges, (ii) establishment of reserves for uncollectible accounts, (iii) accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, or (iv) discounts, rebates or allowances; (hp) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) ), directly or indirectly, any corporationmaterial amount of assets, partnershipsecurities, joint venture properties, interests or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REObusinesses; (iq) taken sold, licensed or transferred any of its assets, other than in the Ordinary Course; (r) sold, assigned or transferred, or granted any license or sublicense to, any patents, trademarks, trade names, copyrights, trade secrets or other material action intangible assets, other than in the Ordinary Course; (s) made or granted any bonus or any compensation or salary increase to, or entered into any material transaction employment Contract with, any current (or former) employee of such Group Company, or other individual who performs services for such Group Company whose annual aggregate compensation is (or was at the time of his or her termination) in excess of $100,000; (t) terminated the employment of, hired or transferred any of its management or executive employees; (u) communicated to any present or former employees of any Group Company an intent to adopt or authorize any additional Benefit Plan or an intent to amend or terminate any existing Benefit Plan; (v) adopted or authorized, any additional Benefit Plan or amended or terminated any Benefit Plan; (w) made any capital expenditures or appropriations or commitments therefor, except any capital expenditure or appropriations or commitment not in excess of $100,000 individually or $200,000 in the aggregate; (x) made any loans or advances to, or guarantees for the benefit of, any Persons (except advances to employees for business expenses in the Ordinary Course); (y) established, adopted, entered into, amended or increased benefits under, or terminated any Benefit Plan or any other benefit or compensation plan, arrangement or agreement (including, without limitation, bonuses, profit sharing, stock option, restricted stock, pensions, retirement benefits, deferred compensation, severance or termination benefits) for any of its employees or other individuals who perform services for it or on its behalf, other than routine health and welfare benefits plan renewals in the Ordinary Course; (z) made any loan to (or forgiven any loan to), or entered into any other transaction with, any of its Company Members or any Insider; (aa) (A) settled, or offered or proposed to settle, any Action or Claim against it or (B) released, waived or compromised any Action or Claim against any third party, in either case involving an amount in dispute in excess of $45,000; (bb) incurred any damage, destruction or loss (whether or not covered by insurance), ordinary course wear and tear excepted, in an amount exceeding $100,000 individually or $200,000 in the aggregate affecting the property or assets of businesssuch Group Company; (cc) waived any right or entered into any one or more transactions that, individually or in the aggregate, has had, or is reasonably likely to have, a Company Material Adverse Effect; (dd) failed to maintain in full force and effect any Insurance Policies or failed to pay when due any premium under any Insurance Policy; (ee) other than with respect to a renewal of a Material Contract with an existing supplier, in each case, entered into in the Ordinary Course, terminated, entered into or made any amendment to any Material Contract; (ff) made any capital investment in any other Person except (i) in the Ordinary Course or (ii) for such capital investments that are reflected in its budget for the fiscal year ending December 31, 2021, a copy of which has been provided to Parent prior to the date of this Agreement; or (jgg) authorized, approved, agreed or committed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 or in any Current Reports of TCF Target on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 3.10, unless otherwise expressly contemplated or permitted by this Agreement, since December 31September 30, 1996 to the date hereof, TCF Target has not: (a) issued issued, sold or sold modified any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securitiessecurities or granted any options or restricted stock grants, except (i) deposit and other bank obligations in the ordinary course issuance of business, (ii) shares of Target Common Stock pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business3.3; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries Target or other securities of TCF or any of the TCF SubsidiariesTarget, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof3.3; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each .05 per share on the Target Common Stock which has been declared to shareholders of TCF Common Stockrecord on March 14, 1997 and is payable on April 1, 1997; (d) borrowed any amount or incurred or became subject to any material liability, except liabilities (x) incurred in the ordinary course of business or (y) incurred under the contracts and commitments disclosed in Schedule 3.13; (e) discharged or satisfied any material lien or encumbrance on the properties or assets of Target or paid any material liability in excess of $1,000,000 except borrowings or liabilities incurred other than in the ordinary course of business; (ef) leased, sold, assigned assigned, transferred, mortgaged, pledged or transferred subjected to any lien or other encumbrance any of its assets with an aggregate market value in excess of $150,000 for less than fair consideration, 100,000 except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, of or materially interfere with, with the current use or ability to convey, the property subject thereof thereto or affected thereby; (fg) cancelled canceled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (gh) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCFTarget; (hi) made or granted any bonus or any wage, salary or compensation increase or severance or termination payment to, or promoted, any director, officer, employee, group of employees or consultant, or entered into any employment contract or hired any employee with an annual salary in excess of $100,000 other than bonuses, compensation increases, promotions or new hires in the ordinary course and in a manner consistent with past practices as previously disclosed to Purchaser; (j) made or granted any increase in the benefits payable under any employee benefit plan or arrangement, amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement except as set forth on Schedule 3.10(j); (k) made any single or group of related capital expenditures or commitment therefor in excess of $100,000 or entered into any lease or group of related leases as lessee with the same party which involves aggregate lease payments payable of more than $100,000 for any group of related leases in the aggregate except as set forth on Schedule 3.10(k); (l) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF Target on a consolidated basis, except in exchange for debt previously contracted, including REOcontracted except as set forth on Schedule 3.10(l); (im) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (jn) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF set forth on Form 8-K filed prior to Schedule 4.2(h), since January 1, 2013 until the date hereof, there has not been any Material Adverse Effect with respect to either of this Agreementthe Companies, or and no event has occurred, and to each of the Companies’ Knowledge, no circumstances exist that would reasonably be expected to result in a Material Adverse Effect with respect to either of the Companies. Except as set forth on Schedule 2.9 unless otherwise 4.2(h) or except as expressly contemplated or permitted by this Agreement, since December 31January 1, 1996 to 2013, neither of the date hereof, TCF has notCompanies have: (ai) amended any of their Organizational Documents; (ii) incurred any Indebtedness except working capital credit line borrowings, or guaranteed any such Indebtedness, or issued or sold any of its equity securities, securities convertible into Indebtedness or exchangeable for its equity securities, warrants, options warrants or other rights to acquire its equity securitiesany Indebtedness of such party or guarantee any Indebtedness of others, except (i) deposit and in each case other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") than in the ordinary course of business; (biii) redeemedmortgaged, purchasedpledged or subjected to any Lien any of their assets; (iv) (A) sold, acquired leased, licensed, assigned, pledged or offered granted any security interest in, transferred or otherwise disposed of, or agreed to acquiresell, directly lease, license, assign, pledge or indirectlygrant any security interest in, transfer or otherwise dispose of, any shares material portion of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiariestheir tangible assets, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business, or (B) acquired by merger or consolidation with, or merged or consolidated with, or purchased substantially all of the assets of, any corporation, partnership, association, joint venture or other business after the date hereoforganization or division thereof; (cv) splitsold, combined licensed, assigned or reclassified transferred any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securitiesmaterial Company Intellectual Property, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (evi) soldissued, assigned sold or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value oftransferred, or materially interfere withagreed to the issuance, the current use delivery or ability sale of: (A) any of their equity securities; (B) any securities convertible or exchangeable into equity; or (C) other equity securities or warrants, options or other rights to conveyacquire their equity securities, the property subject thereof or affected therebyany bonds or debt securities; (fvii) cancelled made any material debts capital investment in, or claims any material loan to, any other Person; (viii) made any material capital expenditures or waived any rights of material valuecommitments therefor, except in the ordinary course of business or upon payment in fullbusiness; (gix) suffered adopted any theftnew or made any material changes in their existing Plans or made any material changes in wages, salary or other compensation with respect to their officers, directors or employees, except, in each case, (A) to the extent required to comply with applicable Law or the terms of any Plan or (B) for any such action that is not material and that was taken in the ordinary course of business consistent with past practice, and no communication or announcement has been made indicating any intention of either of the Companies to take any of the foregoing actions; (x) other than intercompany transactions between the Companies and distributions made to equityholders, paid, loaned or advanced (other than the payment of salary and benefits in the ordinary course of business or the payment, advance or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any of their assets to, or entered into or modified any other transactions with, any of their Affiliates, or made any loan to, or entered into any other transaction with, any of their directors or officers outside the ordinary course of business; (xi) made or rescinded any Tax election, changed any annual accounting period, adopted or changed any method of accounting or reversed any accruals (except as required by a change in Law or GAAP), filed any amended Tax Returns, signed or entered into any closing agreement or settlement, settled or compromised any claim or assessment of Tax Liability, surrendered any right to claim a refund, offset or other reduction in Liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes; (xii) modified in a material manner their existing cash management, credit collection or payment policies, procedures and practices (including, without limitation, any acceleration in the collection of accounts receivable, delay in the payment of accounts payable or change in the maintenance of working capital balances); (xiii) commenced or settled any litigation, arbitration or proceeding involving an amount in excess of Fifty Thousand Dollars ($50,000) in the aggregate (and not involving equitable relief), other than with respect to the Pferdmenges Litigation in accordance with Section 6.3; (xiv) entered into or materially modified any Material Contract or material licenses or permits, or otherwise become obligated to do any of the foregoing, except in each case in the ordinary course of business consistent with past practice; or (xv) experienced, prior to the date hereof, any incidents of damage, destruction or loss of or to any property or properties owned or used by iteither of the Companies, whether or not covered by insurance, which would, individually having a replacement cost or fair market value in the aggregate, have a Material Adverse Effect on TCF; excess of Fifty Thousand Dollars (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing$50,000).

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF SEC Documents or on Form 8-K filed prior to Schedule 3.1(y) hereto, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $500,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as disclosed in the Standard SEC Reports or in any Current Reports of TCF Standard on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 3.10 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF has notneither Standard nor any of the Standard Subsidiaries has: (a) issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) in the case of Bank, deposit and other bank obligations in the ordinary course of business, business or (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business3.3; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF Standard or any of the TCF Standard Subsidiaries or other securities of TCF Standard or any of the TCF Standard Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof3.3; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Standard Subsidiaries which are wholly owned by TCF to TCF Standard or to another wholly owned TCF Subsidiary any other Standard Subsidiary, and (ii) the regular quarterly cash dividend of $.1875 for each share .10 per share, payable to holders of TCF Standard Common StockStock of record in January, 1997 and paid in April, 1997; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 liability, except borrowings borrowing or liabilities (x) incurred in the ordinary course of businessbusiness or (y) incurred under the contracts and commitments disclosed in Schedule 3.13, but in no event has Standard or any Standard Subsidiary entered into any borrowings with terms greater than one year except as set forth in Schedule 3.10; (e) discharged or satisfied any material lien or encumbrance on the properties or assets of Standard or any of the Standard Subsidiaries or paid any material liability other than in the ordinary course of business, other than reverse repurchase agreements or Federal Home Loan Bank borrowings by Standard or any of the Standard Subsidiaries; (f) sold, assigned assigned, transferred, mortgaged, pledged or transferred subjected to any lien or other encumbrance any of its assets with an aggregate market value in excess of $150,000 for less than fair consideration, 250,000 except (i) in the ordinary course of business, including REO, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, faith and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof thereto or affected thereby; (fg) cancelled canceled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (gh) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on Standard; (i) made or granted any bonus or any wage, salary or compensation increase or severance or termination payment to, or promoted, any director, officer, employee, group of employees or consultant, or entered into any employment contract or hired any employee with an annual salary in excess of $100,000 other than bonuses, compensation increases, promotions or new hires in the ordinary course and in a manner consistent with past practices as previously disclosed to TCF; (hj) made or granted any increase in the benefits payable under any employee benefit plan or arrangement, amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (k) made any single or group of related capital expenditures or commitment therefor in excess of $250,000 or entered into any lease or group of related leases with the same party which involves aggregate lease payments payable of more than $250,000 for any group of related leases in the aggregate; (l) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF Standard on a consolidated basis, except in exchange for debt previously contracted, including REO; (im) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (jn) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF SEC Documents or on Form 8-K filed prior to Schedule 3.1(y) hereto, and except for those matters which would not constitute a Material Adverse Effect, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth in the Latest Balance Sheets or the Related Statements, since December 31September 30, 1996 to 2018, none of the date hereof, TCF has notBVBC Entities has: (a) issued or sold any of its equity securities, membership units, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities or membership units, or any bonds or other securities, except (i) deposit and other bank obligations and investment securities in the ordinary course Ordinary Course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessBusiness; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of its capital stock of TCF or any of the TCF Subsidiaries stock, membership units or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofsecurities; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend securities of $.1875 for each share of TCF Common Stockany BVBC Entity; (d) borrowed incurred any amount Liability, whether due or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred become due, other than in the ordinary course Ordinary Course of businessBusiness and, in the case of BankBV, consistent with safe and sound banking practices; (e) sold, assigned discharged or transferred satisfied any assets with an aggregate market value in excess of $150,000 for less Encumbrance or paid any Liability other than fair consideration, except (i) in the ordinary course Ordinary Course of businessBusiness and, (ii) liens in the case of BankBV, consistent safe and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebysound banking practices; (f) cancelled mortgaged or subjected to Encumbrance any of its property, business or assets, tangible or intangible except (i) for Permitted Encumbrances, and (ii) for pledges of assets to secure public funds deposits; (g) sold, transferred or otherwise disposed of any of its assets or canceled any material debts Indebtedness or claims or waived any rights of material value, except other than in the ordinary course Ordinary Course of business or upon payment in fullBusiness and consistent with safe and sound banking practices; (gh) suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (i) made or granted any bonus or any wage, salary or compensation increase or severance or termination payment to, or promoted, any director, officer, employee, group of employees or consultant, entered into any employment contract or hired any employee, in each case, other than in the Ordinary Course of Business; (j) made or granted any increase in the benefits payable under any employee benefit plan or arrangement, amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except (x) as required by Law or (y) in the Ordinary Course of Business; (k) made any single or group of related capital expenditures or commitments therefor in excess of $50,000 or entered into any lease or group of related leases with the same party which would, individually involves aggregate lease payments payable of more than $25,000 for any individual lease or involves more than $50,000 for any group of related leases in the aggregate, have a Material Adverse Effect on TCF; (hl) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOeither BVBC or BankBV; (im) taken any other material action or entered into any material other transaction other than in the ordinary course Ordinary Course of businessBusiness; (n) made any change in its accounting methods or practices, other than changes required by Law made in accordance with GAAP or regulatory accounting principles generally applicable to BankBV; (o) made, modified or revoked any material election with respect to Taxes or consented to any waiver or extension of time to assess or collect any Taxes; (p) reversed any amount of its previously established ALLL; (q) sold any securities in its investment portfolio; or (jr) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF SEC Documents or on Form 8-K filed prior to Schedule 2.1(y) hereto, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) pursuant to the Company's standard confidentiality agreements, to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $500,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. 3.9.1 Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31the Latest Balance Sheet Date, 1996 to the date hereof, TCF has notno Group Company has: (a) issued or otherwise sold any notes, bonds or other debt securities or any Share Capital or other equity securities or any securities convertible, exchangeable or exercisable into any Share Capital or other equity securities; (b) borrowed any amount or incurred or become subject to any Indebtedness or other liabilities, except current liabilities incurred in the Ordinary Course and liabilities under contracts entered into in the Ordinary Course; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the Ordinary Course; (d) declared, set aside or made any dividend, payment or distribution of Cash or other property to any of the holders of its equity securitiesShare Capital with respect to such share or purchased, redeemed or otherwise acquired, directly or indirectly, any Share Capital or any outstanding rights or securities convertible into exercisable or exchangeable for or convertible into its Share Capital or other equity securitiessecurities (including, without limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of businessShare Capital); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability subjected them to convey, the property subject thereof or affected therebyany Encumbrances; (f) cancelled sold, assigned, leased, licensed or transferred any material of its tangible assets, except in the Ordinary Course, or canceled any debts or claims in aggregate exceeding $100,000; (g) sold, assigned, leased, licensed, transferred or otherwise encumbered any Intellectual Property Rights or other intangible assets other than in the Ordinary Course, or disclosed any material proprietary confidential information to any Person, or abandoned or permitted to lapse any Intellectual Property Rights or other intangible asset; (h) delayed or postponed the payment, or modified the payment terms, of any accounts or commissions payable or any other liability or obligations or agreed or negotiated with any party to extend the payment date of any accounts or commissions payable or accelerated the collection of any notes, accounts or commissions receivable other than in the Ordinary Course; (i) made capital expenditures in an amount materially less than the budgeted amount of capital expenditures for such period or made capital expenditures or commitments for capital expenditures that aggregate in excess of $100,000; (j) made any charitable contributions or pledges; (k) suffered any damage, destruction or loss or waived any rights of material value, except whether or not in the ordinary course of business or upon payment Ordinary Course, exceeding in full; the aggregate $100,000 (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance); (l) made any loans or lending to, which wouldInvestment in, individually or guarantees for the benefit of, any Person or taken steps to incorporate any Subsidiary; (m) made any change in any method of accounting or accounting policies, other than those required by US GAAP or PRC GAAP and disclosed in writing to the Purchaser; (n) except as contemplated under the Restructuring, entered into any employment contract (written or oral) or changed the employment terms for any director, officer or senior manager or made or granted any bonus (including any one-time bonus) or any wage, salary or compensation increase to any director, officer or senior manager, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan, incentive arrangement or other benefit covering any of the employees of any Group Company or adopted any new employee benefit plan, incentive arrangement or other benefit covering any of the employees of any Group Company; (o) entered into any contract, agreement or arrangement outside of the Ordinary Course; (p) amended its memorandum and articles of association or other organizational documents; (q) made or changed any Tax election, changed any annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any agreement with any taxing authority, settled any Tax claim or assessment relating to any Group Company, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Group Company, or took any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of any Group Company for any period ending after the Closing Date or decreasing any Tax attribute of any Group Company existing on the Closing Date; (r) (i) entered into any transaction other than the transactions contemplated under the Transaction Documents or in the aggregateOrdinary Course, have a Material Adverse Effect on TCFor (ii) materially changed any business practice; (hs) suffered any material adverse change in its business, customers or customer relations, suppliers or supplier relations; (t) organized any new Subsidiary or branch, or acquired any Share Capital, shares or equity interests in the business, of any other company (by u) adopted a plan of complete or partial liquidation, dissolution, merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporationrestructuring, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessreorganization; or (jv) agreed agreed, resolved or otherwise committed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as ------------------------------- disclosed in any Current Reports of TCF SEC Documents or on Form 8-K filed prior to SCHEDULE 3.1(y) hereto, since the date of this Agreementthe --------------- financial statement contained in the most recently filed Form 10-QSB or Form 10-KSB, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) declared or made any payment or dis- tribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, purchased, acquired or offered made any agreements so to acquire, directly purchase or indirectlyredeem, any shares of its capital stock stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordi- nary course of TCF business; (vi) sold, assigned or transferred any of the TCF Subsidiaries patent rights, trademarks, trade names, copyrights, trade secrets or other securities of TCF intangible assets or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued underintellectual property rights, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued disclosed any proprietary confidential information to any person except to customers in the ordinary course of business after or to the date hereofPurchaser or its representatives; (cvii) splitsuffered any material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, combined whether or reclassified not in the ordinary course of business, or suffered the loss of any material amount of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockprospective business; (dviii) borrowed made any amount changes in employee compen- sation except in the ordinary course of business and consistent with past prac- tices; (ix) made capital expenditures or incurred or became subject to any material liability commit- ments therefor that aggregate in excess of $1,000,000 except borrowings 500,000; (x) entered into any other material transaction, whether or liabilities incurred not in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (gxi) suffered any theft, material damage, destruction des- truction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless otherwise 4.08 and except as expressly contemplated or permitted by this Agreement, since December 31, 1996 to 1999, the date hereof, TCF Company has notnot engaged in any material transaction outside the ordinary course of business consistent with past practice or: (a) issued Incurred any indebtedness for borrowed money, except borrowings from banks (or other financial institutions) necessary to meet ordinary course working capital requirements and to finance capital expenditures in the ordinary course of business consistent with past practice, which at no time exceeded $50,000 in the aggregate; (b) Mortgaged, pledged or subjected to any Lien, any asset or related group of assets; (c) Sold, leased, assigned or transferred any tangible asset or related group of assets except for the sale of inventory and obsolete or used machinery and equipment in the ordinary course of business consistent with past practice; (d) Sold, leased, assigned or transferred any interest in real estate; (e) Sold, licensed, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) Waived or relinquished any right or claim or related group of rights or claims; (g) (x) Issued or sold any of its Common Shares or other equity securities, securities convertible into or exchangeable for its equity securities, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries Common Shares or other securities of TCF or any of the TCF SubsidiariesCompany, except pursuant to for the issuance of Common Shares upon exercise of stock options and warrants issued underOptions outstanding as of June 30, 2000 or otherwise pursuant to, the agreements, arrangements (y) purchased or commitments identified on Schedule 2.3, redeemed or stock options issued in the ordinary course of business after the date hereof; (c) split, combined agreed to purchase or reclassified redeem any of its outstanding shares of capital stock or declared, set aside or paid any dividends Common Shares or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action Made or entered into binding commitment for any material transaction capital expenditures or related group of capital expenditures other than in the ordinary course of businessbusiness consistent with past practice, which at no time exceed $50,000 in the aggregate; (i) Modified or amended in any material manner or terminated or entered into any Material Contract (as hereinafter defined); (j) Granted any increase in the base compensation of, or made any other material change in the employment terms for, any of its directors, officers, and employees other than normal periodic increases or changes reflecting or based upon changed responsibilities or duties made in the ordinary course of business consistent with past practice; (k) Adopted, modified, or terminated any bonus, profit-sharing, incentive, severance or other plan or contract for the benefit of any of its directors, officers, and employees, other than for changes which are required by law; or (jl) agreed Declared or paid any dividend or other distribution with respect to do any of the foregoingCommon Shares.

Absence of Certain Developments. Except as disclosed in any Current Reports Schedule 3.8 of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementCompany Disclosure Schedules, since December 31, 1996 to 1999, the date hereof, TCF Company has not: (a) redeemed or purchased, directly or indirectly, any shares of its capital stock, or declared, accrued, set aside or paid any dividends or distributions with respect to any shares of its capital stock; (b) other than upon the exercise of outstanding warrants or options, issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries its bonds or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofsecurities; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred incurred, guaranteed or became become subject to any material liability in excess of $1,000,000 liability, except borrowings or current liabilities incurred in the ordinary course of business; (d) discharged or satisfied any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (e) soldmortgaged, assigned pledged or transferred subjected to, or otherwise permitted to become subject to, any lien, charge or other encumbrance, any of the assets of the Company with an aggregate a fair market value in excess of $150,000 for less than fair consideration10,000, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred (including without limitation transfers to any material employees, shareholders or affiliates of the Company) any tangible assets, except for fair value in the ordinary course of business, or canceled any debts or claims claims; (g) sold, assigned or transferred (including without limitation transfers to any employees, shareholders or affiliates of the Company) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except for fair value in the ordinary course of business, or disclosed any proprietary confidential information to any person other than Parent or the Merger Sub; (h) suffered any extraordinary loss or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any Insider (as defined in Section 3.20); (j) suffered any material theft, damage, destruction or loss of or to to, or any material interruption in the use of, any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hk) acquired (by mergermade or granted any bonus or any wage, exchange, consolidation, acquisition of stock salary or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofcompensation increase, or assets made or deposits that are material granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, with respect to TCF on a consolidated basisany director, officer or consultant of the Company or, except in exchange for debt previously contractedthe ordinary course of the Company's business and consistent with the Company's historical compensation practices, including REOany other employee or group of employees; (l) amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of its Stock Plan or (ii) any provision of any agreement evidencing any outstanding Company Option; (m) made any capital expenditures or commitments therefor (other than any such expenditures or commitments made in the ordinary course of business for leasehold improvements at, or the furnishing or equipping of, the facilities operated by the Company as of the date of this Agreement) that aggregate in excess of $10,000; (n) made any loans or advances to, or guarantees for the benefit of, any persons that aggregate in excess of $10,000; (o) effected or been a party to any acquisition transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (p) formed any subsidiary or acquired any equity interest or other interest in any other entity; (q) written off as uncollectible, or established any reserve with respect to, any account receivable or other indebtedness in excess of a total of $10,000; (r) changed any of its methods of accounting or accounting practices in any material respect; (s) made any tax election; (t) commenced or settled any legal proceeding; (u) waived or agreed to waive any applicable statute of limitations or any similar statutory or judicial doctrine benefiting the Company; (v) entered into any material transaction or taken any other material action or entered into any material transaction other than in outside the ordinary course of businessbusiness or inconsistent with its past practices; or (jw) agreed to do any of made charitable contributions or pledges which in the foregoingaggregate exceed $10,000.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to Since the date of this AgreementBalance Sheet Date, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF Company has not: (a) issued borrowed any amount or sold incurred or become subject to any liability in excess of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities$10,000, except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant liabilities under contracts entered into in the ordinary course of business, and (iii) borrowings set forth in the Company's Disclosure Schedule under the caption referencing this Section 3.11 incurred solely for the purpose of distributions to the exercise Shareholders in accordance with Section 5.01(b)(iv); (b) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of stock options its assets with a fair market value in excess of $10,000, except (i) liens for current property taxes not yet due and warrants issued underpayable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) liens in respect of pledges or otherwise pursuant todeposits under workers' compensation laws, (iv) liens set forth under the agreements, arrangements or commitments identified on Schedule 2.3caption referencing this Section 3.11 in the Company's Disclosure Schedule, or (iiiv) liens voluntarily created in the grant to employees and directors ordinary course of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program business, all of which liens aggregate less than $10,000; (the "TCF Stock Plans"c) discharged or satisfied any lien or encumbrance or paid any liability, in each case with a value in excess of $10,000, other than current liabilities paid in the ordinary course of business; (bd) redeemedsold, purchasedassigned or transferred (including, acquired or offered to acquirewithout limitation, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect transfers to any shares of its capital stock employees, affiliates or other securities, except (ishareholders) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability tangible assets with a fair market value in excess of $1,000,000 10,000, or canceled any debts or claims, in each case, except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred (including, without limitation, transfers to any assets with an aggregate market value in excess of $150,000 for less than fair considerationemployees, except (iaffiliates or shareholders) in the ordinary course of businessany patents, (ii) liens and encumbrances for current property taxes not yet due and payable trademarks, trade names, copyrights, trade secrets or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyother intangible assets; (f) cancelled disclosed, to any material debts person other than Purchaser or claims Merger Subsidiary and authorized representatives of Purchaser or Merger Subsidiary, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in the Company's Disclosure Schedule under the caption referencing this Section 3.11 and is in full force and effect on the date hereof; (g) waived any rights of material valuevalue or suffered any extraordinary losses or adverse changes in collection loss experience, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gh) declared or paid any dividends or other distributions with respect to any shares of the Company's capital stock or redeemed or purchased, directly or indirectly, any shares of the Company's capital stock or any options, except distributions to the Shareholders, in accordance with Section 5.01(b)(iv) as set forth in the Company's Disclosure Schedule under the caption referencing this Section 3.11; (i) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (j) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any "insider" (as defined in Section 3.22 hereof) other than employment arrangements otherwise disclosed in this Agreement and the Company's Disclosure Schedule, or the transactions contemplated by this Agreement; (k) suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hl) acquired (by mergermade or granted any bonus or any wage, exchangesalary or compensation increase to any director, consolidationofficer, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofemployee who earns more than $50,000 per year, or assets consultant or deposits that are material made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to TCF on a consolidated basisany labor organization, except bonuses paid to the directors of the Company as set forth in exchange for debt previously contracted, including REOthe Company's Disclosure Schedule under the caption referencing this Section 3.11; (im) taken made any other material action single capital expenditure or entered into commitment therefor in excess of $5,000; (n) made any material transaction other than loans or advances to, or guarantees for the benefit of, any persons such that the aggregate amount of such loans, advances or guarantees at any time outstanding is in excess of $5,000; (o) made charitable contributions or pledges which in the ordinary course of businessaggregate exceed $5,000; or (jp) agreed to do made any change in accounting principles or practices from those utilized in the preparation of the foregoingAnnual Financial Statements.

Absence of Certain Developments. (a) Except as disclosed expressly set forth in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December May 31, 1996 to the date hereof, TCF has notneither MCK Nevada nor any Subsidiary has: (ai) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business consistent with past practice; (iii) paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock); (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (ev) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationits tangible assets, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value ofbusiness consistent with past practice, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled canceled any material debts or claims claims; (vi) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person (other than to the Purchasers and other than in the ordinary course of business in circumstances in which MCK Nevada has imposed confidentiality restrictions); (vii) suffered any extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gviii) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (ix) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $10,000 in the aggregate; (x) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in, the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;; or (hxi) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken entered into any other material action or entered into any material transaction other than in outside of the ordinary course of business; or. (jb) agreed to do To the best knowledge and belief of each Representing Party, no officer, director, employee or agent of MCK Nevada or any of the foregoingits Subsidiaries has been or is authorized to make or receive, and MCK Nevada does not know of any such person making or receiving any bribe, kickback or other illegal payment.

Absence of Certain Developments. 4.8.1 Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe Latest --------------------- Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary has (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Encumbrances; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements canceled any debts or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessclaims; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (eg) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationpatents or patent applications, except (i) in the ordinary course of businesstrademarks, (ii) liens and encumbrances for current property taxes not yet due and payable service marks, trade names, corporate names, copyrights or being contested in good faithcopyright registrations, and (iii) liens and encumbrances which do not materially affect the value oftrade secrets or other intangible assets, or materially interfere with, the current use or ability disclosed any proprietary confidential information to convey, the property subject thereof or affected therebyany Person; (fh) cancelled suffered any material debts or claims extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) made capital expenditures or commitments therefor that aggregate in excess of $250,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $50,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $100,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (made any Investment in or taken steps to incorporate any Subsidiary except for the incorporation of Wholly-Owned Subsidiaries in connection with Future Acquisitions approved by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;the Board and the Lenders; or (in) taken any other material action or entered into any material other transaction other than in the ordinary course of business; or (j) agreed to do business or entered into any other material transaction, whether or not in the ordinary course of the foregoingbusiness consistent with past practice.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary have (a) issued any notes, bonds or sold other debt securities or, except as set forth in the Capitalization Schedule, any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any material liabilities, except liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any material Lien, other than Permitted Liens, or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any material Lien, except (i) in the ordinary course of business, (ii) liens Permitted Liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims claims; (g) sold, assigned or transferred any Intellectual Property Rights, corporate names, trade secrets or other intangible assets; (h) suffered any material extraordinary losses or waived any rights of material value, except in the ordinary course of business or upon payment in fulland consistent with past practice; (gi) made any capital expenditures or commitment therefor that is in excess of $50,000; (j) made any loans or advances to, guarantees for the benefit of, or any investments in, any Person in excess of $50,000 in the aggregate; (k) made any charitable contributions in excess of $50,000 in the aggregate; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding $50,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (changed any of the accounting methods used unless required by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOGAAP; (in) taken adopted or amended in any material respect any collective bargaining agreement; (o) filed any amended Tax Return, surrendered any right to claim a refund of Taxes or take any similar action, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent, or other material action or entered into omission would have the effect of increasing the present or future tax liability or decreasing any material transaction other than in present or future Tax asset of the ordinary course of businessCompany; or (jp) agreed authorized or entered into an agreement, whether in writing or otherwise, to do any of the foregoingactions prohibited above. (ii) No officer, director, employee or agent of the Company or any of its Subsidiaries has been or is authorized to make or receive, and the Company does not know of any such person making or receiving, any bribe, kickback or other illegal payment.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated herein or permitted by this in the Merger Agreement, since December 31April 30, 1996 to 2002, neither the date hereof, TCF has notCompany nor Autodaq has: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities except for options to purchase shares of Common Stock pursuant to their respective Stock Plans; (b) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any material lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any material lien, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned, or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets; (h) suffered any extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (j) made any loans or advances to or, guarantees for the benefit of any persons in excess of $10,000 in the aggregate; (k) made any charitable contributions or pledges; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;subsidiary; or (in) taken any other material action or entered into any other material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, Commission Documents or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.1(aa) hereto, since December 31, 1996 to 2007, neither the date hereof, TCF has notCompany nor any Subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsright, options or warrants with respect thereto other rights to acquire its equity securities, except (ithan under the Company’s stock option plan(s) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became become subject to any material liability in excess of $1,000,000 liabilities (absolute or contingent) except borrowings or current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such Subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than Permitted Liens and current liabilities paid in the ordinary course of business; (eiv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock other than under any equity incentive plans of the Company; (v) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationother tangible assets, or canceled any debts or claims, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (fvi) cancelled sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights necessary for the conduct of its business as presently conducted; (vii) suffered any material debts or claims losses or waived any rights of material value, whether or not in the ordinary course of business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) suffered any theft, damage, destruction made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF$100,000; (hx) acquired (by merger, exchange, consolidation, acquisition made charitable contributions or pledges in excess of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO$10,000; (ixi) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxii) agreed entered into an agreement, written or otherwise, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.10, since December 31, 1996 to the date hereof, TCF has not1993: (a) issued Courxxxx xxx not redeemed or sold repurchased, or committed to redeem or repurchase directly or indirectly, any shares of its capital stock or declared or paid any dividends or distribution with respect to any shares of its capital stock; (b) Courxxxx xxx not issued, or committed to issue, any equity securities, securities convertible into or exchangeable for its equity securities, or warrants, options or other rights to acquire its equity securities, or bonds or other securities; (c) neither of the Sellers has borrowed, or committed to borrow, any amount or incurred or become subject to any material liabilities, except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant to the exercise of stock options business and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock liabilities under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") contracts entered into in the ordinary course of business; (bd) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any neither of the TCF Subsidiaries Sellers has discharged or other securities of TCF satisfied any material lien or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside encumbrance or paid any dividends material obligation or liability other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends than current liabilities paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) soldneither of the Sellers has mortgaged, assigned pledged or transferred subjected to any assets with an aggregate market value in excess lien, charge or any other encumbrance, any of $150,000 for less than fair considerationits properties or assets, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled neither of the Sellers has sold, assigned, transferred or otherwise disposed of or committed to sell, assign, transfer or otherwise dispose of any of its tangible or intangible assets (including books and records), except in the ordinary course of business, or canceled any material debts or claims or claims; (g) neither of the Sellers has waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gh) neither of the Sellers has made capital expenditures except as planned or committed to prior to the date of the execution hereof, and in any event only in reasonable amounts required for the efficient operations of its business in the future; (i) neither of the Sellers has paid or committed to pay any bonuses or similar payments, except in the ordinary course of business; (j) neither of the Sellers has made, or committed to make, any loans or advances to, guarantees for the benefit of, or any investments in, any person or entity; (k) neither of the Sellers has made or committed to any charitable or political contributions or pledges in excess of an aggregate of One Thousand Dollars ($1,000.00); (l) neither of the Sellers has suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;; or, (hm) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any neither of the foregoingSellers has made any amendment to any collective bargaining agreement or pension benefit plan to which it is a party.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe --------------------- Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary has (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except for Permitted Encumbrances; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements canceled any debts or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessclaims; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (eg) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationpatents or patent applications, except (i) in the ordinary course of businesstrademarks, (ii) liens and encumbrances for current property taxes not yet due and payable service marks, trade names, corporate names, copyrights or being contested in good faithcopyright registrations, and (iii) liens and encumbrances which do not materially affect the value oftrade secrets or other intangible assets, or materially interfere with, the current use or ability disclosed any proprietary confidential information to convey, the property subject thereof or affected therebyany Person; (fh) cancelled suffered any material debts or claims extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) made capital expenditures or commitments therefor that aggregate in excess of $250,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $50,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $100,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (made any Investment in or taken steps to incorporate any Subsidiary except for the incorporation of Wholly-Owned Subsidiaries in connection with Future Acquisitions approved by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;the Board and the Purchaser; or (in) taken any other material action or entered into any material other transaction other than in the ordinary course of business; or (j) agreed to do business or entered into any other material transaction, whether or not in the ordinary course of the foregoingbusiness consistent with past practice.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary have (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any material debts or claims or waived of its tangible assets, including any rights of material valuesale-leaseback transactions, except in the ordinary course of business business, or upon payment in fullcanceled any debts or claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets; (h) suffered any theftextraordinary losses or waived any rights of value, whether or not in the ordinary course of business or consistent with past practice; (i) made capital expenditures or commitments therefor in excess of $150,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments (other than Permitted Investments) in, any Persons in excess of $200,000 in the aggregate; (k) made any charitable contributions or pledges in excess of $10,000 in the aggregate; (l) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (by merger, exchange, consolidation, acquisition of stock made any Investment in or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;Subsidiary; or (in) taken any other material action or entered into any material other transaction other than in the ordinary course of business or entered into any other material transaction, whether or not in the ordinary course of business; or. (jii) agreed to do Neither the Company nor any of the foregoingSubsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except Since the Balance Sheet Date, neither SRI nor any Subsidiary has (except (i) in the ordinary course of its business consistent with past practices or (ii) as disclosed described in the Disclosure Schedule): (a) borrowed any Current Reports amount or incurred or become subject to any liability in excess of TCF on Form 8-K filed prior $5,000, except (i) current liabilities incurred in the ordinary course of business and (ii) liabilities under contracts entered into in the ordinary course of business; (b) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its assets with a fair market value in excess of $5,000, except (i) liens for current property Taxes not yet delinquent, (ii) liens imposed by law and incurred in the date ordinary course of this Agreementbusiness for obligations not yet delinquent with respect to claims by carriers, warehousemen, laborers, materialmen and the like, (iii) liens in respect of pledges or deposits under workers' compensation laws, or (iv) liens voluntarily created in the ordinary course of business, all of which liens aggregate less than $25,000; (c) discharged or satisfied any lien or encumbrance or paid any liability, in each case with a value in excess of $5,000, other than current liabilities (including the current portion of long-term liabilities) paid in the ordinary course of business; (d) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any tangible assets with a fair market value in excess of $5,000, or canceled any debts or claims, in each case, except in the ordinary course of business; (e) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) disclosed, to any person other than Ringer or Merger Subsidiary and authorized representatives of Ringer or Merger Subsidiary, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in the Disclosure Schedule and is in full force and effect on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof; (g) waived any rights of material value or suffered any extraordinary losses or adverse changes in collection loss experience, TCF has not: whether or not in the ordinary course of business or consistent with past practice; 8 9 (ah) issued declared or paid any dividends or other distributions with respect to any shares of its capital stock other than to SRI or a Subsidiary or redeemed or purchased, directly or indirectly, any shares of its capital stock or any options, warrants or other rights to purchase the same; (i) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securitiessecurities or options, warrants, options warrants or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries bonds or debt securities; (j) taken any other securities of TCF action or entered into any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued other transaction other than in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable and in cash, property or otherwise accordance with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary past custom and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value ofpractice, or materially interfere withentered into any transaction with any Insider (as defined in Section 3.23 hereof) other than employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule, or the current use or ability to convey, the property subject thereof or affected thereby; transactions expressly contemplated by this Agreement; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (gk) suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (l) made or granted any bonus, or any wage, salary or compensation increase to any director, officer, employee or consultant whose annual compensation in the preceding fiscal year exceeded $50,000, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; (m) made any single capital expenditure or commitment therefor in excess of $5,000; (n) made any loans or advances to, or guarantees for the benefit of, any persons in excess of $5,000; (o) made any charitable contributions or pledges in excess of $5,000; (p) made any change in accounting principles or practices from those utilized in the preparation of the Latest Financial Statements; (q) experienced any amendment, modification or termination of any existing, or entered into any new, contract, agreement, plan, lease, license, permit or franchise which wouldis, individually either individual or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basisits business, except in exchange for debt previously contractedoperations, including REO; (i) taken any other material action financial position or entered into any material transaction prospects, other than in the ordinary course of business; or (jr) agreed experienced any labor dispute; (s) experienced any change in any assumption underlying or method of calculating any bad debt, inventory, contingency or other reserve; (t) written off as uncollectible any note or account receivable, or canceled any debts, other than in the ordinary course of business and consistent with past practice; (u) failed to do replace or replenish inventory or supplies as such inventory or supplies may have been depleted from time to time, collect accounts receivable, pay accounts payable and has not shortened or lengthened the customary payment cycles for any of its payables or receivables or otherwise managed its working capital accounts other than in the foregoingordinary course of business and in a manner consistent with past practice; (v) experienced any writedown or writeup of (or failed to writedown or writeup in accordance with GAAP) the value of any inventories, receivables or other assets, or revalued any of its assets; (w) failed to maintain all material assets in accordance with good business practice and in good operating condition and repair, ordinary wear and tear excepted; (x) experienced any lapse or termination of any material permit that was issued or relates to its business, including any failure to renew any such permit; or (y) discontinued or altered, in any material respect, its advertising or promotional activities or its pricing and purchasing policies.

Absence of Certain Developments. Except Since the Latest Balance Sheet Date, Seller has not, except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF has not4.9: (a) issued Borrowed any amount or sold incurred or become subject to any liability in excess of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities$25,000, except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, business and (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock liabilities under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") contracts entered into in the ordinary course of business; (b) redeemedMortgaged, purchasedpledged or subjected to any lien, acquired charge or offered to acquireany other encumbrance, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF SubsidiariesAssets except (i) liens for current property Taxes not yet due and payable, except pursuant to the exercise of stock options (ii) liens imposed by law and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued incurred in the ordinary course of business after for obligations not yet due to carriers, warehousemen, laborers, materialmen and the date hereoflike, (iii) liens in respect of pledges or deposits under workers’ compensation laws, or (iv) liens voluntarily created in the ordinary course of business, all of which liens aggregate less than $25,000; (c) split, combined Discharged or reclassified satisfied any of its outstanding shares of capital stock lien or declared, set aside encumbrance or paid any dividends or liability, in each case with a value in excess of $25,000, other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends than current liabilities paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend ordinary course of $.1875 for each share of TCF Common Stockbusiness; (d) borrowed any amount Sold, assigned or incurred or became subject transferred (including, without limitation, transfers to any material liability employees, affiliates or shareholders) any tangible assets of the Business with a fair market value in excess of $1,000,000 25,000, or canceled any debts or claims, in each case, except borrowings or liabilities incurred in the ordinary course of business; (e) soldSold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value used in excess of $150,000 or held for less than fair consideration, except (i) use in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyBusiness; (f) cancelled Disclosed, to any material debts person other than Buyer and authorized representatives of Buyer, any proprietary confidential information of the Business or claims otherwise related to the Assets, other than pursuant to a confidentiality agreement prohibiting the use or waived further disclosure of such information, which agreement is identified on Schedule 4.9 and is in full force and effect on the date hereof; (g) Waived any rights of material valuevalue or suffered any extraordinary losses or adverse changes in collection loss experience, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gh) suffered Suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by itit in the Business, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken Made or granted any other material action bonus or entered into any material transaction other wage, salary or compensation increase to any officer or employee who earns more than $25,000 per year (excluding for purposes of this Section 4.9(i) any retention bonuses offered by Buyer’s representatives or by Sellers at Buyer’s request, if any), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to any labor organization; (j) Made any commitment for any single capital expenditure in excess of $25,000 or any pledges for charitable contributions that in the ordinary course aggregate exceed $25,000; (k) Made any loans or advances to, or guarantees for the benefit of, any persons such that the aggregate amount of businesssuch loans, advances or guarantees at any time outstanding is in excess of $25,000; or (jl) agreed to do Made any changes in accounting principles or practices from those utilized in the preparation of the foregoingAnnual Financial Statements.

Absence of Certain Developments. Except as disclosed in any Current Reports set forth on Schedule 3.19 of TCF on Form 8-K filed prior to the Disclosure Schedule, since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF Company has not: (a) issued borrowed any amount or sold incurred or become subject to any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securitiesliabilities, except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant to the exercise of stock options business and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock liabilities under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") contracts entered into in the ordinary course of business; (b) redeemed, purchased, acquired discharged or offered to acquire, directly or indirectly, satisfied any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside Lien or paid any dividends or liabilities, other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends than current liabilities paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (c) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock, or purchased or redeemed any shares of its capital stock; (d) mortgaged, pledged or subjected to any Lien any of its material assets, except Liens for current property Taxes not yet due and payable; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationits assets, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, canceled without fair consideration any debts or materially interfere with, the current use claims owing to or ability to convey, the property subject thereof or affected therebyheld by it; (f) cancelled sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits or any portion thereof, or any Proprietary Rights or other intangible assets, or (except as necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (g) made or granted any bonus or any wage or salary increase to any employee (except in the ordinary course of business consistent with past practices), former employee or retiree or group of employees, former employees or retirees or made or granted any increase in any Employee Benefit Plan or arrangement, or amended or terminated any existing Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement; (h) made any capital expenditures or commitments therefor that aggregate in excess of $5,000; (i) made any loans or advances to any Persons (other than de minimis employee loans or advances not exceeding $5,000 in the aggregate to any employee) or become subject to any Contingent Obligations; (j) suffered any material debts or claims extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gk) entered into any other material transaction including any employment agreement; (l) received notice that there has been a loss of, or material order cancellation by, any customer of the Company; (m) agreed to any change to a material contract arrangement by which the Company or its assets is bound or subject; (n) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by itloss, whether or not covered by insuranceinsurance that has had a Material Adverse Effect; (o) suffered any other event or condition of any character that has had a Material Adverse Effect or, which wouldto the best knowledge of the Company, individually or in the aggregate, might have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessEffect; or (jp) agreed to do any changed its accounting principles or practices or the method of the foregoingrecording transactions involving accounts receivable and inventory.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement4.8, since December 31, 1996 to 2022, the date hereofCompany has conducted its business only in the Ordinary Course of Business. Except as set forth on Schedule 4.8 and without limiting the generality of the foregoing, TCF since December 31, 2022, the Company has not: (a) issued any notes, bonds (including performance bonds) or sold other debt securities or any capital stock or other units or equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock, units or other equity securities; (b) incurred any Indebtedness, except current liabilities incurred in the Ordinary Course of Business; (c) mortgaged or pledged any of its equity securities, securities convertible into properties or exchangeable for its equity securities, warrants, options assets or other rights subjected them to acquire its equity securitiesany Encumbrance, except for Permitted Encumbrances; (d) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its assets, except in the Ordinary Course of Business, or canceled any material debts or claims; (e) sold, assigned, transferred, leased, licensed, sublicensed or otherwise encumbered any Intellectual Property Rights (except in the Ordinary Course of Business), disclosed any Confidential Information to any Person (other than to the Buyer and its Affiliates and other than in circumstances in which it has imposed reasonable confidentiality restrictions), abandoned or permitted to lapse any registered Intellectual Property Rights or material trade secrets; (f) suffered any extraordinary losses or waived any rights of material value (whether or not in the Ordinary Course of Business) in excess of $5,000, including any payments made by the Company associated with warranty claims; (g) made capital expenditures or commitments therefor that amount individually to more than $5,000; (h) delayed or postponed the payment of any accounts payable or commissions or any other Liability or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other Liability or accelerated the collection of (or discounted) any accounts or notes receivable; (i) deposit and other bank obligations made loans or advances to, guaranties for the benefit of, or any Investments in, any Person; (j) suffered any damage, destruction or casualty loss exceeding in the ordinary course aggregate $5,000, whether or not covered by insurance; (k) made any change in any method of businessaccounting or accounting policies, other than those changes disclosed in Schedule 4.8(k); (iil) pursuant amended its Governing Documents; (m) made any election relating to Taxes (other than on a Tax Return delivered to Buyer), changed or revoked any Tax election, amended any Tax Return filing, took a position inconsistent with any past practice on a Tax Return other than as required by Law or permitted by changes in Law to the exercise extent that it does not result in an increase in Taxes to the Buyer or the Company post-Closing, agreed to settle, concede, compromise or abandon any Tax claim or assessment (including entering into any closing agreement) or to surrender any right to claim a refund of stock options and warrants issued underTaxes, or otherwise pursuant to, consented to any extension or waiver of the agreements, arrangements statute of limitations applicable to any Tax claim or commitments identified on Schedule 2.3, or assessment; (iiin) the grant to employees and directors purchased any equity interests of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program any Person; (the "TCF Stock Plans"o) engaged in the ordinary course any material new line of business; (bp) redeemed, purchased, acquired or offered materially increased the compensation and employee benefits of any Company employee except for any increases in the rate of compensation to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except employee pursuant to (i) annual adjustments consistent with past practices, (ii) in connection with any promotion or material increase in responsibility of such employee or (iii) any increases provided under the exercise terms of stock options and warrants issued underany existing contract, employment agreement or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofCompany Plans; (cq) splitamended, combined modified or reclassified terminated any Material Contract other than in the Ordinary Course of its outstanding shares Business; (r) hired any new employee or terminated the employment of capital stock any Company employee; (s) granted any other form of compensation or benefit to any director, officer or employee that is not recorded on the Company’s internal book keeping system; (t) except as set forth on Schedule 4.8(t), declared, set aside aside, made or paid any dividends dividend or other distribution payable in cash, stock, property or otherwise shares, with respect to any shares equity interests of its capital stock the Company or other securitiesredeemed, except (i) dividends paid in cash by repurchased or otherwise acquired, or offered to redeem, repurchase or otherwise acquire, any of the TCF Subsidiaries which are wholly owned by TCF Company’s outstanding equity interests or enter into any agreement with respect to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend voting of $.1875 for each share any equity interests of TCF Common Stockthe Company; (du) borrowed adopted any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, new employee benefit plan or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled amended any material debts or claims or waived any rights of material valueCompany Plans, except in accordance with the ordinary course terms of business or upon payment such plan, in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofconnection with an annual renewal, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessas required under applicable Law; or (jv) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.10, since December March 31, 1996 to 2016 (the date hereof“Balance Sheet Date”), TCF there has not: been no (a) issued event, circumstance, or sold condition, which has had, or would be reasonably expected to have, a Material Adverse Effect; (b) declaration, setting aside, or payment of any dividend or other redemption or distribution with respect to the shares of its equity securities, securities convertible into the Company; (c) issuance of shares or exchangeable for its equity securitiesoptions, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; Company; (d) borrowed any amount loss, destruction, or incurred or became subject to any material liability damage in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or 100,000 to any property or properties owned or used by itAsset of the Company, whether or not covered by insuranceinsured; (e) incurrence, which wouldguarantee, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofacceleration, or assets prepayment of any Indebtedness or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken the refunding of any other material action or entered into any material transaction such Indebtedness other than Payables in the ordinary course of business; or (f) material change in personnel of the Company, or the salaries, terms or conditions of their employment; (g) waiver of any right with a value in excess of $25,000; (h) loan or extension of credit to any director, officer, or Employee of the Company, except for advances for reimbursable travel expenses made in the ordinary course of business consistent with past practice; (i) acquisition, disposition, or lease of any Asset involving more than $25,000 (or any Contract therefor), or any other material transaction by the Company otherwise than for fair value and in the ordinary course of business consistent with past practice; (j) agreed sale, assignment transfer, exclusive license, or other disposal of any patents, patent applications, trademarks, copyrights, trade secrets, or other material Intellectual Property rights or other intangible Assets; (k) mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of its properties or Assets, except Liens for Taxes not yet due or payable; (l) acceleration, termination, modification, or cancellation of any Contract (or series of related Contracts) involving more than $5,000 to which the Company is a party or by which the Company is bound and, to the Knowledge of the Sellers, no Person has notified the Company that it intends to take any such action; (m) any material adverse claims, complaints or performance problems or product recalls related to any goods sold or services provided by the Company; (n) any change in accounting methods, principals, or practices used in preparing the Financial Statements; (o) material write-down or write-up of the value of any Asset of the Company, or write-off of any accounts receivable or notes receivable or any portion thereof; or (p) commitment on behalf of the Company to do any of the foregoing.

Absence of Certain Developments. Except as disclosed provided in any Current SEC Reports or on the Schedule of TCF on Form 8-K filed prior to Exceptions, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-QSB or Form 10-KSB, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of he Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise a stockholder with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred cancelled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $500,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its Subsidiaries.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF NM's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, in its Proxy Statement dated December 8, 1998, in the NM 8-K filed prior to the date of this Agreement, Reports or on Schedule 2.9 Schedules 4.5 or 4.8, unless otherwise expressly contemplated or permitted by this AgreementAgreement or as contemplated in the foregoing Proxy Statement described in Section 4.10 below, since December 31September 30, 1996 1998 to the date hereof, TCF NM has not: (a) issued or sold any of its equity securitiessecurities other than NM Common Stock, securities convertible into or exchangeable for its equity securitiessecurities other than NM Common Stock, warrants, options or other rights to acquire its equity securities, except (i) deposit and securities other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessthan NM Common Stock; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid except pursuant to this Agreement; (c) entered into a written agreement to do any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockforegoing; (d) borrowed sold or otherwise disposed of any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred assets other than in the ordinary course of business; (e) soldborrowed any amount or incurred or become subject to any liability in excess of $100,000, assigned except (i) current liabilities incurred in the ordinary course of business and (ii) liabilities under contracts entered into in the ordinary course of business; (f) mortgaged, pledged, or transferred subjected to any lien, charge or any other encumbrance, any of its assets with an aggregate a fair market value in excess of $150,000 for less than fair consideration150,000, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faithpayable, and (iiiii) liens imposed by law and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) liens in respect of pledges or upon payment deposits under workers' compensation laws, (iv) liens set forth in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofSchedule 4.5 attached hereto, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (iv) taken any other material action or entered into any material transaction other than liens voluntarily created in the ordinary course of business, all of which liens aggregate less than $100,000; (g) declared or paid any dividends or other distributions with respect to any shares of NM's capital stock or redeemed or purchased, directly or indirectly, any shares of NM's capital stock or any options; or (jh) agreed to do made any change in accounting principles or practices from those utilized in the preparation of the foregoingFinancial Statements.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the attached Schedule 5.7, since December 31June 30, 1996 to the date hereof1999, TCF has notneither HI nor any Subsidiary has: (a) issued any notes, bonds or sold other debt securities or any of its capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except as reflected in Section 5.3 of this Agreement; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities convertible into or exchangeable for purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims; (iig) pursuant to the exercise of stock options and warrants issued undersold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets, or otherwise pursuant toother intangible assets, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") except in each case for non-exclusive license agreements made in the ordinary course of business; (bh) redeemed, purchased, acquired or offered to acquire, directly or indirectly, suffered any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued underMaterial Adverse Effect, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; suffered any extraordinary losses (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities than operating losses incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) made any Investment in or taken steps to incorporate any Subsidiary, or made any Investment in any other material action or Person; or (j) entered into any other material transaction other than in the ordinary course of business. (k) knowledge of any change in the assets, liabilities, financial condition or operations of HI from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; (l) knowledge of any resignation or termination of any officer or key employee of HI or its Subsidiaries; and HI or its Subsidiaries, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (m) knowledge of any material change, except in the ordinary course of business, in the contingent obligations of HI or its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (n) knowledge of any waiver by HI or its Subsidiaries of a valuable right or of a material debt owed to it; (o) knowledge of any direct or indirect loans made by HI or its Subsidiaries to any shareholder, employee, officer or director of HI or its Subsidiaries, other than immaterial advances made in the ordinary course of business; (p) knowledge of any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder other than entry into the non-compete and confidentiality agreements with the Chief Executive Officer, President, and Executive Vice President and Chief Technology Officer in the form delivered to Investor; (q) knowledge of any labor organization activity; (r) knowledge of any change in material agreement to which HI or its Subsidiaries is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; or (js) agreed knowledge of any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries. (t) made any arrangement or commitment by HI or its Subsidiaries to do any of the foregoingacts described in subsection (a) through (s) above.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports of TCF on Form 8-K filed prior to Schedule 4.10 or except as contemplated in and consistent with the date terms of this Agreement, the Asset Agreement or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this the Real Property Agreement, since December 31the Balance Sheet Date, 1996 to the date hereof, TCF Seller has not, in respect of the Business: A. Changed its accounting methods or practices (aincluding any change in depreciation or amortization policies or rates) issued or sold revalued any of its equity securities, securities convertible into assets; B. Declared or exchangeable for its equity securities, warrants, options paid any dividend or distributions (other rights than dividends or distributions of cash and cash equivalents (including to acquire its equity securities, except (imake quarterly tax payments)) deposit and other bank obligations in the ordinary course from Seller to Zenith; C. Borrowed any amount under existing lines of business, (ii) pursuant to the exercise of stock options and warrants issued undercredit, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became become subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material valueindebtedness, except in the ordinary course of business or upon payment and in fulla manner and in amounts that are in keeping with past practices; D. Discharged or satisfied any material Lien (gother than Liens arising as a matter of law for property taxes and assessments and business and personal property taxes, mechanic's liens and similar items discharged in the ordinary course of business consistent with past practices); E. Except as is reasonably necessary for the ordinary operation of the Business and in a manner and in amounts that are in keeping with past practices, mortgaged, pledged, or subjected to any Lien any of its assets with a fair market value in excess of $25,000, except Liens for current property taxes not yet delinquent; F. Sold, assigned, or transferred (including, without limitation, transfers to any employees, shareholders, or affiliates) suffered any material assets or canceled any material debts or claims, except, in each case, in the ordinary course of business consistent with past practices; G. Sold, assigned, or transferred any patents, trademarks, trade names, copyrights, trade secrets, or other intangible assets or disclosed any proprietary or confidential information to any person other than Parent or Buyer; H. Suffered any extraordinary loss or waived any material right or claim, including any write-off or compromise of any contract or account receivable, except to the extent reserved in the Preliminary Closing Balance Sheet; I. Taken any other action or entered into any other material transaction other than in the ordinary course of business consistent with past practices, or entered into any transaction with an employee, shareholder, partner, member or officer of either of Selling Parties or their affiliates; J. Suffered any theft, damage, destruction destruction, or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which wouldexcept for any such theft, damage, destruction or loss that is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on TCFEffect; (h) acquired (by mergerK. Increased the annualized level of compensation of or granted any extraordinary bonuses, exchangebenefits, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization forms of direct or division or material assets thereofindirect compensation to any employee, officer, director, or assets consultant that aggregate in excess of $25,000, or deposits adopted, amended or modified any employee benefit plans; L. Except as is reasonably necessary for the ordinary operation of the Business and in a manner and in amounts that are material in keeping with past practices, made any capital expenditures or commitments for property, plant and equipment that aggregate in excess of $25,000; M. Engaged or agreed to TCF on a consolidated basisengage in any extraordinary transactions or distributions, or, except as is reasonably necessary for the ordinary operation of the Business and in exchange for debt previously contractedkeeping with past practices, including REO; (i) taken any other material action or entered into any material transaction other than in contract, written or oral, that involves consideration or performance by it of a value exceeding $25,000 or a term exceeding one year; N. Made any loans or advances to, or guarantees for the ordinary course of businessbenefit of, any persons; or (j) agreed to do any of O. Made charitable contributions or pledges which in the foregoingaggregate exceed $10,000.

Absence of Certain Developments. Except as disclosed set forth under the caption "Developments" in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementDisclosure Letter, since December 31, 1996 to the date hereof1996, TCF Antigua has not: (a) a. Redeemed or purchased, directly or indirectly, any shares of its capital stock, or declared or paid any dividends or distributions with respect to any shares of its capital stock. 12 b. Other than upon the repurchase or other satisfaction of Antigua Options pursuant to Section 4.4, issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock bonds or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock;. (d) borrowed c. Borrowed any amount or incurred or became become subject to any material liability in excess of $1,000,000 liability, except borrowings or current liabilities incurred in the ordinary course of business;. (e) soldd. Discharged or satisfied any material lien or encumbrance or paid any material liability, assigned other than current liabilities paid in the ordinary course of business. e. Mortgaged, pledged or transferred subjected to any lien, charge or other encumbrance, any of its assets with an aggregate a fair market value in excess of $150,000 for less than fair consideration10,000, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable payable. f. Sold, assigned or being contested transferred (including without limitation transfers to any employees, shareholders or affiliates of Antigua) any tangible assets in good faithexcess of $10,000, and (iii) liens and encumbrances which do not materially affect except in the value ofordinary course of business, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled canceled any material debts or claims in excess of $10,000. g. Sold, assigned or transferred (including without limitation transfers to any employees, shareholders or affiliates of Antigua) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except in the ordinary course of business, or disclosed any proprietary confidential information to any person other than SEC or SEI or employees or agents of Antigua. h. Suffered any extraordinary loss or waived any rights of material value, except whether or not in the ordinary course of business or upon payment consistent with past practice. 13 i. Taken any other action or entered into any other transaction other than in full;the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any Insider (as defined in Section 4.21), in each case involving in excess of $10,000. (g) suffered j. Suffered any material theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;. (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other k. Other than in the ordinary course of business; orbusiness and consistent with past practice, made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee who earns more than $25,000 per year, group of employees or consultant, or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement. (j) l. Paid, accrued or agreed to do pay in the future any of sum under Antigua's profit-sharing plan. m. Made any capital expenditures or commitments therefor that in the foregoingaggregate exceeded $50,000. n. Made any loans or advances to, or guarantees for the benefit of, any persons that in the aggregate exceeded $10,000. o. Made charitable contributions or pledges which in the aggregate exceeded $10,000.

Absence of Certain Developments. Except as disclosed provided in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementSCHEDULE 2.18, since December 31, 1996 to 1996, neither the date hereof, TCF has notCompany nor any Subsidiary has: (a) A. issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; B. borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued undervolume of the Company's or such Subsidiary's business; C. discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") other than current liabilities paid in the ordinary course of business; (b) redeemed, purchased, acquired D. declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock stock; E. mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any liens, charge or other securitiesencumbrance, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common StockPermitted Liens; (d) borrowed F. sold, assigned or transferred any amount other material tangible assets, or incurred or became subject to canceled any material liability in excess of $1,000,000 debts or claims, except borrowings or liabilities incurred in the ordinary course of business; (e) G. sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebytheir representatives; (f) cancelled H. suffered any material debts or claims substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; I. made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (g) suffered any theft, damage, destruction J. made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF$50,000; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or K. entered into any material other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; L. made charitable contributions or pledges in excess of $25,000; M. suffered any material damage, destruction or casualty loss, whether or not covered by insurance; N. experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (j) agreed to do O. effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or such Subsidiary.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the attached LISN Developments Schedule, since December 31June 30, 1996 to the date hereof1999, TCF has notneither LISN nor any of its Subsidiaries has: (ai) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any material Liabilities, except current Liabilities incurred in the ordinary course of business consistent with past practice; (iii) discharged or satisfied any material Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business; (iv) declared, set aside or made any payment or distribution of cash or other property to any of LISN's shareholders with respect to such shareholder's capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities, securities convertible into or exchangeable for its equity securities, (including any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock); (dv) borrowed mortgaged or pledged any amount of its properties or incurred assets or became subject subjected them to any material liability in excess of $1,000,000 Lien, except borrowings or liabilities incurred in the ordinary course of businessfor Permitted Encumbrances; (evi) sold, assigned assigned, transferred, leased, licensed or transferred otherwise encumbered any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material valueits tangible assets, except in the ordinary course of business consistent with past practice, or upon payment in fullcanceled any material debts or claims; (gvii) sold, assigned, transferred, leased, licensed or otherwise encumbered any material Intellectual Property Rights or other intangible assets, disclosed any material proprietary confidential information to any Person (other than to Orius and the Orius Stockholders Representative and other than in the ordinary course of business consistent with past practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (viii) with respect to any of the 35 most highly compensated employees of LISN and its Subsidiaries on a consolidated basis, made or granted any bonus or any wage or salary increase (except as required by pre-existing contracts described on the attached LISN Contracts Schedule), or, with respect to any employee or group of employees, made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (ix) entered into any employment contract involving gross annual compensation aggregating $75,000 or more or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement. (x) suffered any theftextraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $100,000 in the aggregate; (xi) other than as contemplated by the capital expenditure schedule delivered to the Orius Stockholders Representative during the course of its due diligence review of LISN (which schedule is attached to the LISN Developments Schedule as Exhibit 1), made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xii) delayed or postponed the payment of any accounts payable or any other liability or obligation or agreed with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable; (xiii) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons (other than advances to LISN's employees in the ordinary course of business consistent with past practice) in excess of $25,000; (xiv) made any charitable contributions or pledges exceeding in the aggregate $25,000; (xv) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $100,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxvi) acquired (by mergermade any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, exchange, consolidation, acquisition regular and ordinary course of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOconsistent with past practice; (ixvii) made any Investment in any Subsidiary, other than those Subsidiaries listed on the LISN Investments and LISN Subsidiaries Schedule, or taken any other material action or steps to incorporate any Subsidiary; (xviii) entered into any material transaction agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xix) entered into any contract other than in the ordinary course of businessbusiness consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (jxx) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the attached Developments Schedule, since December July 31, 1996 to 1997, the date hereof, TCF Company has not: (ai) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business consistent with past practice and liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared, set aside or made any payment or distribution of cash or other property to any of the Company's shareholders with respect to such shareholder's capital stock or other equity securities or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities, securities convertible into or exchangeable for its equity securities, (including any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock); (dv) borrowed mortgaged or pledged any amount of its properties or incurred assets or became subject subjected them to any material liability in excess of $1,000,000 Lien, except borrowings or liabilities incurred in the ordinary course of businessfor Permitted Encumbrances; (evi) sold, assigned assigned, transferred, leased, licensed or transferred otherwise encumbered any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any its material debts or claims or waived any rights of material valuetangible assets, except in the ordinary course of business consistent with past practice, or upon payment in fullcanceled any material debts or claims; (gvii) sold, assigned, transferred, leased, licensed or otherwise encumbered any Intellectual Property Rights or other intangible assets, disclosed any material proprietary confidential information to any Person (other than to the Purchasers and other than in the ordinary course of business consistent with past practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or knowingly permitted to lapse any Intellectual Property Rights; (viii) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule or in the ordinary course of business consistent with past practice), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (ix) suffered any theftextraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice); (x) made capital expenditures or commitments therefor that aggregate in excess of $250,000; (xi) delayed or postponed the payment of any accounts payable or any other liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or accelerated the collection of any accounts or notes receivable; (xii) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons (other than advances to the Company's employees in the ordinary course of business consistent with past practice); (xiii) made any charitable contributions or pledges exceeding in the aggregate $10,000; (xiv) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $25,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxv) acquired (made any change in any method of accounting or accounting policies, other than those required by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofGAAP which have been disclosed in writing to the Purchasers, or assets made any write-down in the value of its inventory that is material or deposits that are material to TCF on a consolidated basisis other than in the usual, except in exchange for debt previously contracted, including REOregular and ordinary course of business consistent with past practice; (ixvi) made any Investment in or taken any steps to incorporate any Subsidiary; (xvii) amended its articles of incorporation, by-laws or other material action or organizational documents; (xviii) entered into any material transaction agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xix) entered into any contract other than in the ordinary course of businessbusiness consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or materially changed any business practice; or (jxx) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF SEC Documents or on Form 8-K filed prior to Schedule 2.1(y) hereto, since the date of this Agreementthe financial statement contained in the most recently filed Form 10-Q or Form 10-K, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchaser or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as disclosed set forth under the caption "Developments" in any Current Reports of TCF on Form 8-K filed prior to the Disclosure Letter, since June 30, 1998, the Company has not and, since the date of this Agreementacquisition by the Company, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF each Subsidiary has not: (a) redeemed or purchased, directly or indirectly, any shares of its capital stock, or declared, accrued, set aside or paid any dividends or distributions with respect to any shares of its capital stock; (b) other than upon the exercise of outstanding warrants or options, issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries its bonds or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofsecurities; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred incurred, guaranteed or became become subject to any material liability in excess of $1,000,000 liability, except borrowings or current liabilities incurred in the ordinary course of business; (d) discharged or satisfied any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business; (e) soldmortgaged, assigned pledged or transferred subjected to, or otherwise permitted to become subject to, any lien, charge or other encumbrance, any of the assets of the Company or any Subsidiary with an aggregate a fair market value in excess of $150,000 for less than fair consideration500,000, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred (including without limitation transfers to any material employees, shareholders or affiliates of the Company or any Subsidiary) any tangible assets, except for fair value in the ordinary course of business, or canceled any debts or claims claims; (g) sold, assigned or transferred (including without limitation transfers to any employees, shareholders or affiliates of the Company or any Subsidiary) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, except for fair value in the ordinary course of business, or disclosed any proprietary confidential information to any person other than Wavetech or such persons who have agreed to maintain the confidentiality of such information; (h) suffered any extraordinary loss or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any Insider (as defined in Section 3.21); (j) suffered any material theft, damage, destruction or loss of or to to, or any material interruption in the use of, any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hk) acquired (by mergermade or granted any bonus or any wage, exchange, consolidation, acquisition of stock salary or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofcompensation increase, or assets made or deposits that are material granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, with respect to TCF on a consolidated basisany director, officer or consultant of the Company or, except in exchange for debt previously contractedthe ordinary course of the Company's business and consistent with the Company's historical compensation practices, including REOany other employee or group of employees; (l) amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of its Stock Plan or (ii) any provision of any agreement evidencing any outstanding Company Option or Company Warrant; (m) made any capital expenditures or commitments therefor (other than any such expenditures or commitments made in the ordinary course of business for leasehold improvements at, or the furnishing or equipping of, the facilities operated by the Company as of the date of this Agreement) that aggregate in excess of $600,000; (n) made any loans or advances to, or guarantees for the benefit of, any persons that aggregate in excess of $500,000; (o) effected or been a party to any acquisition transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (p) formed any subsidiary or acquired any equity interest or other interest in any other entity; (q) written off as uncollectible, or established any reserve with respect to, any account receivable or other indebtedness which in the aggregate exceed $500,000; (r) changed any of its methods of accounting or accounting practices in any material respect; (s) made any tax election; (t) commenced or settled any legal proceeding; (u) waived or agreed to waive any applicable statute of limitations or any similar statutory or judicial doctrine benefiting the Company or any Subsidiary; (v) entered into any material transaction or taken any other material action or entered into any material transaction other than in outside the ordinary course of businessbusiness or inconsistent with its past practices; or (jw) agreed to do any of made charitable contributions or pledges which in the foregoingaggregate exceed $100,000.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF set forth on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementattached DEVELOPMENTS SCHEDULE, since December 31September 30, 1996 to 1999 the date hereof, TCF Company has not: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or to Sellers' knowledge, incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business consistent with past practice; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared, set aside or made any payment or distribution of cash (including so-called "tax distributions") or other property to any of its shareholders with respect to such shareholder's capital stock or otherwise, or purchased, redeemed or otherwise acquired any shares of its capital stock or other equity securities, securities convertible into or exchangeable for its equity securities, (including any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of businessequity); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyPermitted Liens; (f) cancelled sold, assigned, transferred, leased, licensed or otherwise encumbered any material debts or claims or waived any rights of material valueits tangible assets, except in the ordinary course of business consistent with past practice, or upon payment in fullcanceled any material debts or claims; (g) sold, assigned, transferred, leased, licensed or otherwise encumbered any Intellectual Property Rights, disclosed any proprietary confidential information to any Person (other than to Buyer and its Affiliates and other than in the ordinary course of business consistent with past practice), or to Sellers' knowledge abandoned or permitted to lapse any Intellectual Property Rights; (h) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached CONTRACTS SCHEDULE), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement or entered into, amended or terminated any collective bargaining agreement or other employment agreement; (i) implemented any plant closing or other layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar foreign, state or local law, regulation or ordinance; (j) to Sellers' knowledge, suffered any theftextraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $10,000 in the aggregate; (k) made capital expenditures or commitments therefor that amount in the aggregate to more than $10,000; (l) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation inconsistent with past practice or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other liability or obligation inconsistent with past practice or accelerated the collection of (or discounted) any accounts or notes receivable inconsistent with past practice; (m) made any loans or advances to, guaranties for the benefit of, or any Investments in, any Person (other than advances to the Company's or its Subsidiaries' employees in the ordinary course of business consistent with past practice); (n) made any charitable contributions or pledges exceeding in the aggregate $5,000 or made any political contributions; (o) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hp) acquired (by mergermade any change in any method of accounting or accounting policies, exchangemade any write-down in the value of its inventory or reversed any accruals that is material or that is other than in the usual, consolidation, acquisition regular and ordinary course of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOconsistent with past practice; (iq) made any Investment in or taken any steps to incorporate any Subsidiary; (r) amended its articles of incorporation, by-laws or other organizational documents; (s) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (t) taken any other material action or failed to take any action that has, had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to the trade or other customers that would otherwise be expected by the Company to occur after the Closing; (u) entered into into, amended or terminated any material transaction contract other than in the ordinary course of businessbusiness consistent with past practice, entered into any other material transaction, other than in the ordinary course of business consistent with past practice, or materially changed any business practice; or (jv) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or set forth on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement3.11, since December 31the Balance Sheet Date, 1996 to the date hereof, TCF Company has not: (a) issued borrowed any amount or sold incurred or become subject to any liability in excess of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, $10,000 except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, business and (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock liabilities under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") contracts entered into in the ordinary course of business; (b) redeemedmortgaged, purchasedpledged or subjected to any lien, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF charge or any of the TCF Subsidiaries or other securities of TCF or encumbrance any of the TCF Subsidiariesits assets with a fair market value in excess of $10,000, except pursuant to the exercise of stock options (i) liens for current property taxes not yet due and warrants issued underpayable, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued (ii) liens imposed by law and incurred in the ordinary course of business after for obligations not yet due to carriers, warehousemen, laborers, materialmen and the date hereoflike, (iii) liens in respect of pledges or deposits under workers' compensation laws or (iv) liens set forth on Schedule 3.11; (c) split, combined discharged or reclassified satisfied any of its outstanding shares of capital stock lien or declared, set aside encumbrance or paid any dividends or liability, in each case with a value in excess of $10,000, other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends than current liabilities paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend ordinary course of $.1875 for each share of TCF Common Stockbusiness; (d) borrowed any amount sold, assigned or incurred or became subject transferred (including, without limitation, transfers to any material liability employee, affiliate or stockholder) any tangible assets with a fair market value in excess of $1,000,000 10,000 or canceled or forgiven any debt, claim or receivable in excess of $10,000, except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred ownership of (including, without limitation, transfers to any assets with an aggregate market value in excess of $150,000 for less than fair considerationemployee, except (iaffiliate or stockholder) in the ordinary course of businessany patent, (ii) liens and encumbrances for current property taxes not yet due and payable trademark, trade name, copyright, trade secret or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyother intangible asset; (f) cancelled disclosed to any material debts person other than Apertus and authorized representatives of Apertus any proprietary confidential information, other than pursuant to (i) a confidentiality agreement prohibiting the use or claims or further disclosure of such information, each of which agreement is identified in the Schedule 3.11 and is in full force and effect on the date hereof; (g) waived any rights of material valuevalue or suffered any extraordinary losses or adverse changes in collection loss experience; (h) declared or paid any dividends or other distributions with respect to the Capital Stock or redeemed or purchased, except directly or indirectly, any shares of the Capital Stock or any equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (i) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or debt securities; (j) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or upon payment entered into any transaction with any "insider" (as defined in fullSection 3.22 hereof) other than employment arrangements disclosed on Schedule 3.11; (gk) assumed, guaranteed, endorsed or otherwise become liable for the obligation of any person; (l) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by itit in excess of $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (by mergerexcept as set forth in Schedule 3.11, exchangemade or granted any bonus or any wage, consolidationsalary or compensation increase to any director, acquisition of stock officer, employee who earns more than $75,000 per year, or assets or otherwise) any corporation, partnership, joint venture consultant or other business organization agent or division made or material assets thereofgranted any increase in any employee benefit plan or arrangement, or assets amended or deposits that are material terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or made any commitment or incurred any liability to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOany labor organization; (in) taken made any other material action single capital expenditure or entered into commitment therefor in excess of $10,000; (o) made any material transaction other than loan, advance or capital contribution to, or investment in, any person in excess of $10,000; (p) made charitable contributions or pledges which in the ordinary course of businessaggregate exceed $1,000; or (jq) agreed to do made any change in accounting principles or practices from those utilized in the preparation of the foregoingAnnual Financial Statements.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports of TCF on Form 8-K filed prior to the Disclosure Schedule since the date of this Agreementthe financial statement contained in the most recently filed Form 10-QSB/A, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementwhichever is most current, since December 31, 1996 to neither the date hereof, TCF has notIssuer nor any Significant Subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Issuer’s or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such Significant Subsidiary’s business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Investor or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyits representatives; (fvii) cancelled suffered any material debts or claims losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) made capital expenditures or commitments therefor that aggregate in excess of $250,000; (x) entered into any other material transaction, whether or not in the ordinary course of business; (xi) suffered any theft, material damage, destruction or loss of or to any property or properties owned or used by itcasualty loss, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into experienced any material transaction other than problems with labor or management in connection with the ordinary course terms and conditions of businesstheir employment; or (jxiii) agreed to do effected any two or more events of the foregoingforegoing kind which in the aggregate would be material to the Issuer or its subsidiaries.

Absence of Certain Developments. Except as disclosed provided in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement2.26, since December 31June 30, 1996 to 1994, neither the date hereof, TCF has not: Company nor any Subsidiary has: (a) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (b) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued undervolume of the Company's or such Subsidiary's business; (c) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") other than current liabilities paid in the ordinary course of business; (bd) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; stock; (e) soldmortgaged or pledged any of its assets, assigned tangible or transferred intangible, or subjected them to any assets with an aggregate market value in excess of $150,000 for less than fair considerationliens, charge or other encumbrance, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; payable; (f) sold, assigned or transferred any other tangible assets, or cancelled any material debts or claims claims, except in the ordinary course of business; (g) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (h) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (i) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gj) suffered any theft, damage, destruction made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; $100,000; (hk) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material other transaction other than in the ordinary course of business; or (j) agreed to do , or entered into any other material transaction, whether or not in the ordinary course of the foregoing.business;

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to Since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementthe business of the Company has been operated in the ordinary course, consistent with past practices. As amplification and not limitation of the foregoing, since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF the Company has not: (a) issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became become subject to any material liability or obligation in excess of $1,000,000 1,000 (whether absolute, accrued, contingent or otherwise and whether due or to become due), except borrowings or (i) current liabilities incurred in the ordinary course of businessbusiness consistent with past practices, and (ii) liabilities under contracts entered into in the ordinary course of business consistent with past practices; (eb) soldmortgaged, assigned pledged or transferred subjected to any assets with an aggregate market value in excess lien, charge or any other encumbrance, any of $150,000 for less than fair considerationthe Assets, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested payable, (ii) liens imposed by law and incurred in good faiththe ordinary course of business consistent with past practices for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) liens and encumbrances in respect of pledges or deposits under workers' compensation laws or (iv) liens set forth in Section 5.10 in the Disclosure Schedule, all of which do not materially affect liens in clauses (i) through (iv) are less than $10,000 in the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyaggregate; (fc) cancelled discharged or satisfied any material lien or encumbrance or paid any liability, in each case with a value in excess of $3,000, other than current liabilities paid in the ordinary course of business consistent with past practices; (d) sold, assigned, leased, licensed, transferred or otherwise disposed of (including, without limitation, transfers to any employees, affiliates or shareholders) any tangible assets which, individually or in the aggregate, have a fair market value in excess of $1,000 or canceled any debts or claims or waived any rights of material valueclaims, in each case, except in the ordinary course of business consistent with past practices; (e) sold, assigned, leased, licensed, transferred or upon payment otherwise disposed of (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (f) disclosed to any person, other than Buyer or authorized representatives of Buyer, any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use and further disclosure of such information, which agreements are identified in fullSection 5.10 of the Disclosure Schedule and are in full force and effect on the date hereof; (g) waived any rights of material value or suffered any extraordinary losses or adverse changes in collection loss experience; (h) taken any other action or entered into any other transaction other than in the ordinary course of business consistent with past practices, or entered into any transaction with any "insider" (as defined in Section 5.22) other than the transactions contemplated by this Agreement; (i) suffered any material theft, damage, destruction destruction, casualty or loss of or to any property or properties owned or used by it, whether or not covered by insurance; (j) made, which wouldgranted, promised or announced any bonus or any wage, salary or compensation increase to any director, officer, or employee, or consultant or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement, or made any commitment or incurred any liability to any labor organization, except for the wage, salary or compensation increases set forth in Section 5.10 of the Disclosure Schedule; (k) made any single capital expenditure or commitment therefor in excess of $2,000; (l) made any loans or advances to, or guarantees for the benefit of, any persons such that the aggregate amount of such loans, advances or guarantees at any time outstanding is in excess of $1,000; (m) made charitable contributions or pledges which, individually or in the aggregate, have a Material Adverse Effect on TCFexceed $1,000; (hn) acquired (by merger, exchange, consolidation, acquisition made any change in accounting or tax principles or practices from those utilized in the preparation of stock the Financial Statements or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material the Returns referred to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOSection 5.14(a); (io) taken experienced any other material action amendment, modification or termination of any existing, or entered into any new, contract, agreement, plan, lease, license, permit or franchise which is, either individually or in the aggregate, material transaction to its business, operations, financial position or prospects other than in the ordinary course of business consistent with past practices; (p) experienced any labor dispute material to its business, operations, financial position or prospects; (q) experienced any change in any assumption underlying or method of calculating, any bad debt, inventory, warranty, contingency or other reserve; (r) written off as uncollectible any note or account receivable, or canceled any debts, other than in the ordinary course of business consistent with past practices; (s) failed to replace or replenish inventory or supplies as such inventory or supplies may have been depleted from time to time, collect accounts receivable, pay accounts payable or shorten or lengthen the customary payment cycles for any of its payables or receivables or otherwise manage its working capital accounts in the ordinary course of business consistent with past practices; (t) experienced any write-down or write-up of (or failed to write-down or write-up in accordance with GAAP) the value of any inventories, receivables or other assets, or revalued any of its assets; (u) failed to maintain all material assets in accordance with good business practice and in good operating condition and repair, ordinary wear and tear excepted; or (jv) agreed to do discontinued or altered, in any of the foregoingmaterial respect, its advertising or promotional activities or its pricing and purchasing policies.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to expressly contemplated by this Financing Agreement, the date of this Purchase Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementas set forth in the Developments Letter, since December 31its organization, 1996 to the date hereof, TCF Company has not: (ai) issued Issued any notes, bonds or sold other debt securities or (b) any of its equity securities, or any securities convertible convertible, exchangeable or exercisable into or exchangeable for its any equity securities, out of the ordinary course of business; (ii) Borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (iii) Discharged or satisfied any material Lien or encumbrance or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) Declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock or purchased or redeemed any shares of its stock or any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessstock; (bv) redeemed, purchased, acquired Mortgaged or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified pledged any of its outstanding shares of capital stock properties or declared, set aside assets or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject subjected them to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationLien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (fvi) cancelled Sold, assigned or transferred any material debts or claims or waived any rights of material valueits tangible assets, except in the ordinary course of business business, or upon payment in fullcanceled any material debts or claims; (gvii) suffered Sold, assigned or transferred, any theftpatents or patent applications, damagetrademarks, destruction service marks, trade names, corporate names, copyrights or loss of copyright registrations, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCFPerson; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached "Developments Schedule," since the date of this Agreementthe September Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has not:Company nor any Subsidiary have (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except (i) current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business and (ii) amounts borrowed under the revolving credit line with Xxxxxx Trust and Savings Bank; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any of its material debts or claims or waived any rights of material valuetangible assets, except in the ordinary course of business business, or upon payment in fullcanceled any debts or claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person; (h) suffered any theftextraordinary losses or waived any rights of value, whether or not in the ordinary course of business or consistent with past practice; (i) made capital expenditures or commitments therefor that aggregate in excess of $2,000,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $250,000 in the aggregate; (k) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $500,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hl) acquired (by merger, exchange, consolidation, acquisition of stock made any Investment in or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;Subsidiary; or (im) taken any other material action or entered into any material other transaction other than in the ordinary course of business; or. (jii) agreed to do Neither the Company nor any of the foregoingSubsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed provided in any Current Reports of TCF on Form 10-KSB, 10-QSB, Form 8-K filed prior to the date of this AgreementK, Form S-3 or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementin SCHEDULE 2.1(z) hereto, since December 31, 1996 to 1999, neither the date hereof, TCF has notCompany nor any subsidiary has: (ai) issued any stock, bonds or sold other corporate securities or any of its equity securities, securities convertible into or exchangeable for its equity securities, warrantsrights, options or other rights warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to acquire its equity securities, any liabilities (absolute or contingent) except (i) deposit and other bank obligations current liabilities incurred in the ordinary course of business, (ii) pursuant business which are comparable in nature and amount to the exercise current liabilities incurred in the ordinary course of stock options business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and warrants issued under, volume of the Company's or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or such subsidiary's business; (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program discharged or satisfied any lien or encumbrance or paid any obligation or liability (the "TCF Stock Plans") absolute or contingent), other than current liabilities paid in the ordinary course of business; (biv) redeemed, purchased, acquired declared or offered to acquire, directly made any payment or indirectly, any shares distribution of capital stock of TCF or any of the TCF Subsidiaries cash or other securities of TCF or any of the TCF Subsidiaries, except pursuant property to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockstock; (dv) borrowed sold, assigned or transferred any amount other tangible assets, or incurred canceled any debts or became subject to any material liability in excess of $1,000,000 claims, except borrowings or liabilities incurred in the ordinary course of business; (evi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets with an aggregate market value in excess of $150,000 for less than fair considerationor intellectual property rights, or disclosed any proprietary confidential information to any person except (i) to customers in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable business or being contested in good faith, and (iii) liens and encumbrances which do not materially affect to the value of, Purchasers or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebytheir representatives; (fvii) cancelled suffered any material debts or claims substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business or upon payment in fulland consistent with past practices; (gix) suffered any theft, damage, destruction made capital expenditures or loss commitments therefor that aggregate in excess of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF$100,000; (hx) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (jxv) agreed entered into an agreement, written or otherwise, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the attached Schedule 5.7, since December 31June 30, 1996 to the date hereof1999, TCF has notneither HI nor any Subsidiary has: (a) issued any notes, bonds or sold other debt securities or any of its capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except as reflected in Section 5.3 of this Agreement; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities convertible into or exchangeable for purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities); (e) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims; (iig) pursuant to the exercise of stock options and warrants issued undersuffered any Material Adverse Effect or sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets, or otherwise pursuant toother intangible assets, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") except in each case for non-exclusive license agreements made in the ordinary course of business; (bh) redeemed, purchased, acquired or offered to acquire, directly or indirectly, suffered any shares of capital stock of TCF or any of the TCF Subsidiaries or extraordinary losses (other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities than operating losses incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $10,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) made any Investment in or taken steps to incorporate any Subsidiary, or made any Investment in any other material action or Person; or (j) entered into any other material transaction other than in the ordinary course of business. (k) knowledge of any change in the assets, liabilities, financial condition or operations of HI from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; (l) knowledge of any resignation or termination of any officer or key employee of HI or its Subsidiaries; and HI or its Subsidiaries, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (m) knowledge of any material change, except in the ordinary course of business, in the contingent obligations of HI or its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (n) knowledge of any waiver by HI or its Subsidiaries of a valuable right or of a material debt owed to it; (o) knowledge of any direct or indirect loans made by HI or its Subsidiaries to any shareholder, employee, officer or director of HI or its Subsidiaries, other than immaterial advances made in the ordinary course of business; (p) knowledge of any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder other than entry into the non-compete and confidentiality agreements with the Chief Executive Officer, President, and Executive Vice President and Chief Technology Officer in the form delivered to Investor; (q) knowledge of any labor organization activity; (r) knowledge of any change in material agreement to which HI or its Subsidiaries is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries; or (js) agreed knowledge of any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of HI or its Subsidiaries. (t) made any arrangement or commitment by HI or its Subsidiaries to do any of the foregoingacts described in subsection (a) through (s) above.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached Developments Schedule, since the date of this Agreementthe Latest Balance --------------------- Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any Subsidiary have: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts and financing agreements with lending institutions entered into in the ordinary course of business; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) soldmortgaged or pledged any of its properties or assets or subjected them to any material Lien, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less other than fair consideration, except (i) such mortgages and pledges made in the ordinary course of businessand which constitute Permitted Liens, (ii) liens and encumbrances except Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any material debts or claims claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any Person (other than to the Purchasers and other than in the ordinary course of business in circumstances in which the Company has imposed confidentiality restrictions); (h) suffered any extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) made capital expenditures for capital equipment for use in the Company's operations (such as computers, phones, office machines, office furnishings and related fixtures) or commitments therefor that aggregate in excess of $100,000 ; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $25,000 in the aggregate, except for certain loans to existing employees in connection with the issuance and sale of stock to such employees as described on the attached Employee Stock Purchase Schedule; -------------------------------- (k) made any charitable contributions or pledges; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $25,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hm) acquired (by merger, exchange, consolidation, acquisition of stock made any Investment in or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basisSubsidiary, except for such steps taken in exchange for debt previously contracted, including REO;connection with the formation of an offshore Wholly-Owned Subsidiary captive insurer and bankruptcy proof Wholly-Owned Subsidiaries; or (in) taken any other material action or entered into any other material transaction other than transaction, whether or not in the ordinary course of business; or. (jii) agreed to do Neither the Company nor any of the foregoingSubsidiary has at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF expressly contemplated by this Agreement or as set forth on Form 8-K filed prior to the attached Developments Schedule, since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF Company has not: (ai) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (ii) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (iii) discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock); (dv) borrowed mortgaged or pledged any amount of its properties or incurred assets or became subject subjected them to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair considerationLien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (fvi) cancelled sold, assigned or transferred any material debts or claims or waived any rights of material valueits tangible assets, except in the ordinary course of business business, or upon payment in fullcanceled any debts or claims; (gvii) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person; (viii) suffered any theftextraordinary losses or waived any material rights, whether or not in the ordinary course of business or consistent with past practice; (ix) made capital expenditures or commitments therefor that aggregate in excess of $10,000; (x) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $5,000 in the aggregate; (xi) made any charitable contributions or pledges in excess of $1,000 in the aggregate; (xii) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $5,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hxiii) acquired (by merger, exchange, consolidation, acquisition of stock made any Investment in or assets or otherwise) taken steps to incorporate any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO;Subsidiary; or (ixiv) taken any other material action or entered into any material other transaction other than in the ordinary course of business or entered into any other material transaction, whether or not in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to (i) Since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF Company has not: (a) issued or sold any of its equity securitiesnotes, securities convertible into or exchangeable for its equity securities, warrants, options bonds or other rights to acquire its debt securities or any equity securities, except shares of its Common Stock issued in connection with stock option exercises by its employees, directors or consultants; (ib) deposit borrowed any amount or incurred or become subject to any liabilities, except under credit arrangements in place at the time of the Latest Balance Sheet and other bank obligations except for current liabilities incurred in the ordinary course of business, (ii) pursuant to the exercise of stock options business and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock liabilities under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") contracts entered into in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined discharged or reclassified satisfied any of its outstanding shares of capital stock lien or declared, set aside encumbrance or paid any dividends obligation or liability, other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends than current liabilities paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock or purchased or redeemed any shares of its capital stock, except for repurchases of Common Stock from employees in connection with the termination of their employment; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) mortgaged or pledged any of its properties or assets or subjected them to any lien, security interest, charge or other encumbrance, except liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any material debts patents, trademarks, service marks, trade names, copyrights, trade secrets or claims other intangible assets, or disclosed any proprietary confidential information to any Person other than an employee or director of the Company absent an express obligation of nondisclosure; (g) suffered any extraordinary losses or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition made any capital expenditure or commitment therefor in excess of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis$500,000, except for expenditures in exchange for debt previously contracted, including REOconnection with the opening of new stores approved by the Board; (i) taken any other material action or entered into any material other transaction other than in the ordinary course of business or entered into any other material transaction, whether or not in the ordinary course of business; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $100,000; (k) made any charitable contributions or pledges, except for contributions made in the ordinary course of business for the purpose of promoting the Company; or (jl) agreed to do suffered any of damage, destruction or casualty loss exceeding in the foregoingaggregate $100,000, whether or not covered by insurance; (ii) The Company has not at any time made any payments for political contributions or made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF During the period from the date on Form 8-K filed prior which Buyer was first formed to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF has notneither Buyer nor Buyer Sub has: (ai) operated in any material respect other than in the ordinary course of business consistent with past practice; (ii) issued or sold any of its capital stock or equity securities, securities convertible into its capital stock or exchangeable for its equity securities, or warrants, options or other rights to acquire purchase its capital stock or equity securities, except (i) deposit and other bank obligations in than the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any issuance of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant Buyer Sub Common Units from Buyer Sub to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after Buyer prior to the date hereof; (ciii) split, combined or reclassified subjected to any material Lien any portion of its outstanding shares of capital stock properties or declared, set aside or paid assets (including any dividends or other distribution payable cash in cash, property or otherwise with respect to any shares of its capital stock or other securitiesthe Trust Fund), except (i) dividends paid in cash by as set forth on Section 6K of the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common StockBuyer Disclosure Letter; (div) incurred any indebtedness for borrowed money (other than pursuant to non-interest bearing loans from Xxxxxx Xxxxxx, Xxxxx Xxxxx, Terrapin Partners LLC or any amount designee of any of the foregoing) or incurred any capitalized lease obligations, or became subject to guaranteed any material liability in excess indebtedness for borrowed money or capitalized lease obligation of $1,000,000 except borrowings or liabilities incurred in the ordinary course of businessany other Person; (ev) sold, assigned or transferred spent any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) cash in the ordinary course Trust Fund or spent any other cash other than for payment of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except liabilities in the ordinary course of business or upon payment in fullconnection with the transactions contemplated hereby; (gvi) suffered made any theftloans or advances to, damageor guarantees for the benefit of, destruction or loss of or any Persons (except to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or employees in the aggregate, have a Material Adverse Effect on TCFordinary course of business); (hvii) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into incurred any material transaction Tax liability which it has not paid prior to Closing, other than any income Tax liability to the extent it arose as a result of the Trust Fund’s investment in government securities or money market funds in the ordinary course of business; or (jviii) agreed suffered any material damage, destruction or other casualty loss with respect to do property owned by Buyer or any of the foregoingits Subsidiaries that is not covered by insurance.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to Since the date of this AgreementBalance Sheet Date, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF there has not: been no (a) issued event, circumstance or sold condition, which has had, or would be reasonably expected to have, a Material Adverse Effect; (b) declaration, setting aside or payment of any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options dividend or other redemption or distribution with respect to the shares of the Company; (c) issuance of shares or options, warrants or rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; Company; (d) borrowed any amount loss, destruction or incurred or became subject to any material liability damage in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or 100,000 to any property or properties owned or used by itAsset of the Company, whether or not covered by insuranceinsured; (e) incurrence, which wouldguarantee, individually acceleration or in prepayment of any Indebtedness or the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition refunding of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction such Indebtedness other than Payables in the ordinary course of business; or (f) material change in personnel of the Company, or the salaries, terms or conditions of their employment; (g) waiver of any right with a value in excess of $25,000; (h) loan or extension of credit to any director, officer or Employee of the Company, except for advances for reimbursable travel expenses made in the ordinary course of business consistent with past practice; (i) acquisition, disposition or lease of any Asset involving more than $25,000 (or any Contract therefor), or any other material transaction by the Company otherwise than for fair value and in the ordinary course of business consistent with past practice; (j) agreed sale, assignment transfer, exclusive license or other disposal of any patents, patent applications, trademarks, copyrights, trade secrets or other material Intellectual Property rights or other intangible Assets; (k) mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of its properties or Assets, except Liens for Taxes not yet due or payable; (l) acceleration, termination, modification or cancellation of any Contract (or series of related Contracts) involving more than $25,000 to which the Company is a party or by which the Company is bound and, to the Knowledge of the Sellers, no Person has notified the Company that it intends to take any such action; (m) any material adverse claims, complaints or performance problems or product recalls related to any goods sold or services provided by the Company; (n) any change in accounting methods, principals, or practices used in preparing the Financial Statements; (o) material write-down or write-up of the value of any Asset of the Company, or write-off of any accounts receivable or notes receivable or any portion thereof; or (p) commitment on behalf of the Company to do any of the foregoing.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, disclosed in the Company's Latest Form 10Q, or set forth on the attached Disclosure Schedule, since December 31, 1996 to the date hereofof the Company's Latest Form 10-Q, TCF neither the Company nor any Subsidiary has not:made any resolution authorizing any of the following actions, or agreed to engage in any of the following actions inconsistent with past practice and/or outside the ordinary course of business. (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any Lien or paid any obligation or liability; (d) declared or made any payments or distributions of cash or other property to its shareholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any material of its tangible assets, or canceled any debts or claims claims; (g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person; (h) suffered any extraordinary losses or waived any rights of material value, except whether or not in the ordinary course of business or upon payment in fullconsistent with past practice; (gi) made capital expenditures or commitments thereof that aggregate in excess of $25,000; (j) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $25,000 in the aggregate; (k) made any charitable contributions or pledges; (l) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $100,000, whether or not covered by insurance, ; (m) made any Investment in or taken steps to incorporate any Subsidiary; (n) become a party to any contract for the performance of services and/or the sale of products in which would, individually or losses to the Company are in the excess of $25,000 in the aggregate, have a Material Adverse Effect on TCF; (ho) acquired (entered into, amended, modified or supplemented any agreement, transaction, commitment or arrangement with any of its officers, directors, employees, shareholders or Affiliates or with any individual related by mergerblood, exchange, consolidation, acquisition of stock marriage or assets adoption to any such individual or otherwise) with any corporation, partnership, joint venture entity in which any such Person or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on individual owns a consolidated basisbeneficial interest, except in exchange for debt previously contracted, including REOcustomary employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. Except as disclosed otherwise contemplated by this Agreement or as set forth in any Current Reports of TCF on Form 8-K filed prior to the Disclosure Schedule, since the date of this Agreementthe Latest Balance Sheet, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to neither the date hereof, TCF has notCompany nor any of its Subsidiaries has: (a) issued borrowed any amount or sold incurred or become subject to any material liabilities, except liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) under existing credit facilities necessary to meet ordinary course working capital requirements; (b) mortgaged any of its real property, or, except in the ordinary course of business, pledged or subjected to any Security Interest any portion of its other assets; (c) except in the ordinary course of business, sold, assigned or transferred any portion of its tangible assets; (d) sold, assigned or transferred any material patents, trademarks, trade names, copyrights, trade secrets or other intangible assets; (e) suffered any extraordinary losses or waived any rights of material value; (f) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or exchangeable for its other equity securities, securities or warrants, options or other rights to acquire its capital stock or other equity securities, except or any bonds or debt securities; (ig) deposit and declared or paid any dividends or made any distributions on the Company's capital stock or other bank obligations in equity securities or redeemed or purchased any shares of the ordinary course Company's capital stock or other equity securities; (h) increased the compensation, benefits or bonuses of businessany employee, (ii) pursuant to the exercise of stock options and warrants issued under, officer or otherwise pursuant to, the agreements, arrangements director other than normal wage or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") salary increases granted in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theftevent, damage, destruction condition or loss of or circumstance that could reasonably be likely to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCFEffect; (hj) acquired (by mergerchanged its accounting methods, exchange, consolidation, acquisition of stock principles or assets practices or otherwise) reversed any corporation, partnership, joint venture or other business organization or division or material assets thereofpreviously established accounting provisions, or assets realized any extraordinary or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOnon-recurring gain; (ik) taken any other material action or entered into failed to pay any material transaction other than obligation of the Company or any of its Subsidiaries, except any such obligation disputed in good faith; (l) settled any pending or threatened litigation involving the ordinary course payment by the Company or any of businessits Subsidiaries of an amount exceeding $250,000; or (jm) agreed entered into any agreement, arrangement or understanding, or otherwise resolved or committed, to do any of the foregoing.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF set forth on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreementattached Developments Schedule, since December 31June 30, 1996 to 2003, none of the date hereof, TCF has notCompany or any of the Retained Subsidiaries has: (a) issued any notes, bonds or sold other debt securities or any Capital Stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any Capital Stock or other equity securities; (b) borrowed any amount or incurred or become subject to any material liabilities, except current Indebtedness incurred in the ordinary course of business consistent with past practice; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared, set aside or made any payment or distribution of cash or other property to any of its stockholders with respect to its Capital Stock or otherwise (other than the distribution of the Excluded Businesses pursuant to the Spin-Off Agreement), or purchased, redeemed or otherwise acquired any Capital Stock or other equity securities, securities convertible into or exchangeable for its equity securities, (including any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Capital Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of businessequity); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebyPermitted Liens; (f) cancelled sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material debts tangible or claims or waived any rights of material valueintangible assets, except in the ordinary course of business consistent with past practice or upon payment in fullpursuant to the Spin-Off Agreement, or canceled any material debts or claims; (g) sold, assigned, transferred, leased, licensed or otherwise encumbered any material Intellectual Property Rights, disclosed any material proprietary confidential information to any Person (other than to Buyer and its Affiliates), or abandoned or permitted to lapse any material Intellectual Property Rights; (h) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule or in the ordinary course of business consistent with past practice), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (i) suffered any theftextraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $62,500 in the aggregate; (j) made capital expenditures or commitments therefor that aggregate in excess of $62,500; (k) delayed or postponed the payment of any accounts payable or commissions or any other liability or obligation in a manner other than in the ordinary course of business consistent with past practices, or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable; (l) made any loans or advances to, guaranties for the benefit of, or any Investments in, any Person (other than advances to the Company's or its Subsidiaries' employees in the ordinary course of business consistent with past practice); (m) made any charitable contributions or pledges exceeding in the aggregate $25,000 or made any political contributions; (n) suffered any damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $62,500, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (ho) acquired made any change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals (by merger, exchange, consolidation, acquisition whether or not in the ordinary course of stock business or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOconsistent with past practice); (ip) made any Investment in or taken any steps to incorporate or organize any Subsidiary; (q) amended its certificate of incorporation, by-laws or other organizational documents; (r) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (s) taken any other material action or failed to take any action that has had, or could reasonably be expected to have, the effect of accelerating to pre-Closing periods sales to the trade or other customers that would otherwise be expected to occur after the Closing (including any failure to market and sell its Products in normal commercial quantities and through normal commercial channels prior to the Closing); (t) made any changes to its normal and customary practices regarding the solicitation, booking or fulfillment of orders or the shipment and delivery of goods; (u) entered into any material transaction contract other than in the ordinary course of businessbusiness consistent with past practice, entered into any other material transaction, whether or not in the ordinary course of business or consistent with past practice, or changed in any material respect any business practice (in anticipation of the transactions contemplated hereby or otherwise); (v) transferred, sold or assigned any assets included in the Retained Businesses to an Excluded Subsidiary or transferred, sold or assigned any liabilities or other obligations included in the Excluded Businesses from any Excluded Subsidiary to the Company or any Retained Subsidiary; or (jw) agreed entered into any binding arrangement to do any of the foregoing.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports of TCF on Form 8-K filed prior to Schedule 4.11 hereto or except as contemplated in and consistent with the date terms of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since the date of the December 31, 1996 to Balance Sheet, except for the date hereofProperty Transfer, TCF Texas Mortgage has not: (a) issued Changed its accounting methods or practices (including any change in depreciation or amortization policies or rates) or revalued any of its assets; (b) Redeemed or purchased, directly or indirectly, any shares of its capital stock, or declared or paid any dividends or distributions with respect to any shares of its capital stock except such distributions as permitted under Section 6.5; 13 (c) Issued or sold any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options options, or other rights to acquire its equity securities, except or bonds or other debt securities; (id) deposit and other bank obligations in the ordinary course Borrowed any amount under existing lines of business, (ii) pursuant to the exercise of stock options and warrants issued undercredit, or otherwise pursuant toincurred or become subject to any material indebtedness, except as is reasonably necessary for the agreements, arrangements or commitments identified on Schedule 2.3ordinary operation of its business and in a manner and in amounts that are in keeping with its historical practice, or except as is permitted under Section 6.5; (iiie) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program Discharged or satisfied any lien or encumbrance or paid any material liability, other than current liabilities (the "TCF Stock Plans"or current installments due on intermediate or long-term liabilities) paid in the ordinary course of business; (bf) redeemedExcept as is reasonably necessary for the ordinary operation of its business and in a manner and in amounts that are in keeping with its historical practice, purchasedmortgaged, acquired pledged, or offered subjected to acquireany lien, directly or indirectlycharge, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiariesencumbrance, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate a fair market value in excess of $150,000 for less than fair consideration25,000, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (fg) cancelled Sold, assigned, or transferred (including, without limitation, transfers to any material debts employees, shareholders, or claims or waived affiliates of it) any rights of material valueassets, except in the ordinary course of business business, or upon payment in fullcanceled any debts or claims; (gh) suffered Sold, assigned, or transferred (including, without limitation, transfers to any employees, shareholders, or affiliates) any patents, trademarks, trade names, copyrights, trade secrets, or other intangible assets, except in the ordinary course of business, or disclosed any proprietary or confidential information to any person other than Monterey; (i) Suffered any extraordinary loss or waived any right or claim, whether or not in the ordinary course of business or consistent with past practice, including any write-off or compromise of any contract or other account receivable; (j) Taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any related party of Texas Mortgage or the Shareholders; (k) Suffered any theft, damage, destruction destruction, or loss of or to any material property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF;; 14 (hl) acquired (by mergerIncreased the annualized level of compensation of or granted any extraordinary bonuses, exchangebenefits, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization forms of direct or division or material assets thereofindirect compensation to any employee, officer, director, or assets consultant, or deposits that are material to TCF on a consolidated basisincreased, terminated, or amended or otherwise modified any plans for the benefit of employees, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of businessbusiness and consistent with historical adjustments to such compensation and benefits; (m) Except as is reasonably necessary for the ordinary operation of its business and in a manner and in amounts that are in keeping with its historical practice, made any capital expenditures or commitments therefor that aggregate in excess of $50,000; (n) Engaged or agreed to engage in any extraordinary transactions or distributions, or entered into any contract, written or oral, that involves consideration or performance by it of a value exceeding $50,000 or a term exceeding six months; (o) made any loans or advances to, or guarantees for the benefit of, any persons; or (jp) agreed to do any of made charitable contributions or pledges which in the foregoingaggregate exceed $5,000.

Absence of Certain Developments. Except as disclosed set forth in any Current Reports Section 5.06 of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementDisclosure Schedules, since December 31, 1996 to the date hereof2018, TCF Seller’s Choice has not:, and the Seller on behalf of Seller’s Choice has not (and the following have not occurred): (a) issued mortgaged, pledged or subjected to any material lien, except permitted liens, any material portion of its assets; (b) sold, assigned or transferred any material portion of its tangible assets, or acquired any material tangible assets except in the ordinary course of business; (c) sold, assigned or transferred any intellectual property; (d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or exchangeable for its other equity securities, securities or warrants, options or other rights to acquire its capital stock or other equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements any bonds or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessdebt securities; (be) redeemedmade any capital investment in, purchased, acquired or offered to acquire, directly or indirectlyany loan to, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereofPerson; (cf) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends dividend or other made any distribution payable in cash, property or otherwise with respect to its capital stock (whether in cash or in kind), or redeemed, purchased or otherwise acquired any shares of its capital stock stock; (g) made any material capital expenditures or commitments therefor; (h) made any loan to, or entered into any other securitiestransaction with, except any of its directors, officers and employees; (i) dividends paid in cash by entered into any employment contract or any collective bargaining agreement, or modified the TCF Subsidiaries which are wholly owned by TCF to TCF terms of any such existing contract or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stockagreement; (dj) borrowed any amount or incurred or became subject to any material liability in excess carried on the business of $1,000,000 except borrowings or liabilities incurred in Seller’s Choice outside of the ordinary course of businessbusiness consistent with past practice; (ek) soldamended, assigned terminated or transferred failed to renew any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable material contract or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypermit; (fl) cancelled entered into any material debts single or claims series of contracts, agreements or waived any rights of material valuecommitments, except other than those contracts, agreements or commitments in the ordinary course of business or upon payment in fullconsistent with past practice; (gm) suffered taken (or omitted to take) any theft, damage, destruction action that has had or loss of could reasonably be expected to have or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have cause a Material Adverse Effect on TCFmaterial adverse effect; (hn) acquired incurred any indebtedness, liability or obligation (by mergeror amended the terms of any indebtedness, exchange, consolidation, acquisition of stock liability or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basisobligation), except current liabilities incurred in exchange connection with or for debt previously contracted, including REO; (i) taken any other material action services rendered or entered into any material transaction other than goods supplied in the ordinary course of businessbusiness consistent with past practice, or liabilities on account of Taxes and other governmental charges (but not penalties, interest or fines in respect thereof); (o) canceled, waived or released any material indebtedness, liability or obligation or right or claim; (p) amended any Seller’s Choice organizational or governing documents, instruments or agreements; (q) changed the accounting principles, methods or practices (including any change in depreciation or amortization policies or rates) utilized by the Seller and Seller’s Choice; (r) (i) adopted, amended or terminated any employee benefit plan, (ii) entered into or amended any contract with a Person for compensation, bonus or other benefits, (iii) paid or provided for any stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Person, (iv) increased coverage or benefits payable under any existing employee benefit plan, or (v) waived or modified any non-solicitation or non-competition provisions of any employment contract, agreement, arrangement or commitment; (s) had, or had threatened, any labor dispute, other than routine and individual grievances that are unlikely to result in any claim or action, or any activity or proceeding by a labor union or representative thereof to organize any employees of Seller’s Choice or any lockouts, strikes, slowdowns or work stoppages; (t) accelerated, transferred, assigned, pledged or hypothecated any accounts receivable of Seller’s Choice; (u) made, revoked or changed any Tax election, or settled any matter relating to Taxes; or (jv) agreed entered into any contract, agreement, arrangement or made any commitment to do any of the foregoinganything described in Sections 5.06(a) through (v), above.

Absence of Certain Developments. Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to Since the date of this AgreementFluoroware Balance Sheet Date, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, since December 31, 1996 to the date hereof, TCF Fluoroware has not: (a) issued borrowed any amount or incurred or become subject to any liability in excess of $100,000, except (i) current liabilities incurred in the ordinary course of business, or (ii) liabilities under contracts entered into in the ordinary course of business; (b) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its assets with a fair market value in excess of $100,000, except (i) liens for current property taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) liens in respect of pledges or deposits under workers' compensation laws, or (iv) liens created in the ordinary course of business; (c) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any tangible assets with a fair market value in excess of $100,000, or canceled any debts or claims, in each case, except in the ordinary course of business; (d) licensed, sublicensed, sold, assigned or transferred (including, without limitation, licenses or transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, trade secrets, computer software or other intellectual property or other intangible assets; (e) waived any rights of material value (i.e. with a financial impact of $50,000 or more) or suffered any extraordinary losses, except in the ordinary course of business; (f) declared or paid any dividends or other distributions with respect to any Fluoroware Shares or redeemed or purchased, directly or indirectly, any shares of Fluoroware Shares or any options; (g) issued, sold or transferred any of its equity securities, securities convertible into or exchangeable for its equity securities, securities or warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements any bonds or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of businessdebt securities; (bh) redeemed, purchased, acquired or offered other than payment of compensation for services rendered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued Fluoroware in the ordinary course of business after the date hereofconsistent with past practices, entered into any transaction with any officer, director or more than 5% shareholder of Fluoroware or any other entity in which Fluoroware has an equity interest; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF taken any other action or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed entered into any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business; (e) sold, assigned or transferred any assets with an aggregate market value in excess of $150,000 for less other transaction other than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected thereby; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment and in fullaccordance with past custom and practice, other than the transactions contemplated by this agreement; (gj) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hk) acquired made or granted any increase in any Plans (by merger, exchange, consolidation, acquisition of stock as defined in section 3.16) or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereofarrangement, or assets amended or deposits that are material terminated any existing Plan or arrangement, or adopted any new Plan or arrangement or made any commitment or incurred any liability to TCF on a consolidated basis, except in exchange for debt previously contracted, including REOany labor organization; (il) taken made any other material action single capital expenditure or entered into commitment therefor in excess of $100,000; (m) made any material transaction other than change in accounting principles or practices from those utilized in the ordinary course of business; or (j) agreed to do any preparation of the foregoingFluoroware Annual Financial Statements.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this Agreement, the UTS Agreement or the Xxxxxxxx Agreement or as set forth on the attached "Developments Schedule," since December 31, 1996 to the date hereofof the Latest Balance Sheet, TCF has notneither the Company nor any Subsidiary have: (a) issued any notes, bonds or sold other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities; (b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any lien or encumbrance or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock or purchased or redeemed any shares of its equity securities, securities convertible into stock or exchangeable for its equity securities, any warrants, options or other rights to acquire its equity securitiesstock; (e) mortgaged or pledged any of its properties or assets or subjected them to any lien, security interest, charge or other encumbrance, except liens for current property taxes not yet due and payable; (if) deposit and other bank obligations sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or cancelled any debts or claims; (iig) pursuant to the exercise of stock options and warrants issued undersold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or otherwise pursuant todisclosed any proprietary confidential information to any Person; (h) suffered any extraordinary losses or waived any rights of material value, whether or not in the agreements, arrangements ordinary course of business or consistent with past practice; (i) made capital expenditures or commitments identified on Schedule 2.3therefor that aggregate in excess of $100,000; (j) entered into any other transaction other than in the ordinary course of business or entered into any other material transaction, whether or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") not in the ordinary course of business; (bk) redeemedmade any loans or advances to, purchasedguarantees for the benefit of, acquired or offered to acquire, directly or indirectlyany Investments in, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability Persons in excess of $1,000,000 except borrowings or liabilities incurred 100,000 in the ordinary course of businessaggregate; (e1) sold, assigned made any charitable contributions or transferred any assets with an aggregate market value in excess of $150,000 for less than fair consideration, except (i) in the ordinary course of business, (ii) liens and encumbrances for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypledges; (f) cancelled any material debts or claims or waived any rights of material value, except in the ordinary course of business or upon payment in full; (g) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (h) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken any other material action or entered into any material transaction other than in the ordinary course of business; or (j) agreed to do any of the foregoing.

Absence of Certain Developments. (i) Except as disclosed in any Current Reports of TCF on Form 8-K filed prior to the date of this Agreement, or on Schedule 2.9 unless otherwise expressly contemplated or permitted by this AgreementAgreement or as set forth on the Developments Schedule, since December 31, 1996 to 2002, neither the date hereof, TCF has notCompany nor any of its Subsidiaries has: (a) issued any notes, bonds or sold other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (b) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (c) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business; (d) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securitiessecurities (including, securities convertible into or exchangeable for its equity securitieswithout limitation, any warrants, options or other rights to acquire its equity securities, except (i) deposit and other bank obligations in the ordinary course of business, (ii) pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or (iii) the grant to employees and directors of stock options and restricted stock under TCF's 1995 Incentive Stock Program and Director Stock Program (the "TCF Stock Plans") in the ordinary course of business; (b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of capital stock of TCF or any of the TCF Subsidiaries or other securities of TCF or any of the TCF Subsidiaries, except pursuant to the exercise of stock options and warrants issued under, or otherwise pursuant to, the agreements, arrangements or commitments identified on Schedule 2.3, or stock options issued in the ordinary course of business after the date hereof; (c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of its capital stock or other equity securities, except (i) dividends paid in cash by the TCF Subsidiaries which are wholly owned by TCF to TCF or to another wholly owned TCF Subsidiary and (ii) the regular quarterly cash dividend of $.1875 for each share of TCF Common Stock; (d) borrowed any amount or incurred or became subject to any material liability in excess of $1,000,000 except borrowings or liabilities incurred in the ordinary course of business); (e) sold, assigned mortgaged or transferred pledged any of its properties or assets with an aggregate market value in excess of $150,000 for less than fair considerationor subjected them to any Lien, except (i) in the ordinary course of business, (ii) liens and encumbrances Liens for current property taxes not yet due and payable or being contested in good faith, and (iii) liens and encumbrances which do not materially affect the value of, or materially interfere with, the current use or ability to convey, the property subject thereof or affected therebypayable; (f) cancelled sold, assigned or transferred any material of its tangible assets, except in the ordinary course of business, or canceled any debts or claims claims; (g) sold, assigned, transferred, leased, licensed or otherwise encumbered any Intellectual Property Rights, disclosed any proprietary confidential information to any Person (other than to the Purchasers and their Affiliates and other than in the ordinary course of business consistent with past practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property Rights; (h) conducted any inquiries or negotiations or entered into any agreement to acquire the capital stock or other equity interests of any Person; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (j) made capital expenditures or commitments therefor that aggregate in excess of $1,000,000; (k) made or granted any bonus or any wage or salary increase to any employee or group of employees (except in the ordinary course of business consistent with past practice in the case of hourly and non-executive employees or upon payment except as required by pre-existing contracts described on the Contracts Schedule), or made or granted any increase in fullany employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (gl) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $100,000 in the aggregate, except for loans between the Company and/or its Wholly-Owned Subsidiaries; (m) suffered any theft, damage, destruction or casualty loss of or to any property or properties owned or used by itexceeding in the aggregate $250,000, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on TCF; (hn) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to TCF on a consolidated basis, except in exchange for debt previously contracted, including REO; (i) taken entered into any other material action transaction, whether or entered into any material transaction other than not in the ordinary course of businessbusiness or consistent with past practice; or (jo) agreed agreed, whether orally or in writing, to do any of the foregoing. (ii) Neither the Company nor any Subsidiary has at any time made any bribes, kickback payments or other illegal payments.