Conditions to Initial Extensions of Credit. The obligation of the Lenders to make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders: (a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto; (b) The Administrative Agent shall have received a duly executed Note for the account of each Lender that requests a Note; (c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders; (d) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit; (f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (g) The representations and warranties of the Borrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit; (h) The Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects, and (ii) no Default or Event of Default has occurred and is continuing. (i) The Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation of the Lenders Banks to make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders9.05:
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties heretohereto (or, in the case of any party (other than the Borrower) as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, facsimile, telex or other written confirmation from such party of execution of a counterpart hereof by such party); provided, however, in any event, the Agent shall distribute to each Bank promptly after the Closing Date an original Credit Agreement executed by the Borrowers, the Banks and the Agent;
(b) The Administrative Agent shall have received a duly executed Term Note for the account of each Lender that requests a NoteBank, complying with Section 2.03;
(c) The Administrative Agent shall have received the duly executed Subsidiaries Guarantees and the Security Agreements;
(d) The Agent and each Lender Bank shall have received legal opinions of counsel to the BorrowerBorrowers and the other Obligors, in form and substance satisfactory to the Administrative Agent and the LendersBanks;
(de) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the BorrowerBorrowers and each Obligor, the corporate authority for and the validity of each of the Credit Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower Borrowers and the Obligors made in or pursuant to the Credit Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension Extensions of Credit;
(h) The Administrative Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X);
(i) The Agent shall have received a certificate of each of the BorrowerBorrowers, signed on behalf of each Borrower by the Borrower’s 's chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) no Default is continuing, the representations Borrower is Solvent and warranties in Article V hereof are true and correct all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects;
(j) No litigation shall be pending or to the knowledge of Borrowers threatened against the Borrowers, any Material Subsidiary or any Specified Affiliate which would be likely to materially and adversely affect the assets, operations, business or condition, financial or otherwise, of the Borrowers, any Material Subsidiary or any Specified Affiliate, or which could reasonably be expected to affect materially and adversely the ability of the Borrowers to fulfill their obligations hereunder;
(k) There shall not have occurred or become known any material adverse change with respect to the condition (financial or otherwise), operations, business or assets of the Borrowers and their Subsidiaries taken as a whole, since December 31, 1997;
(l) The Agent shall have received a certified copy of the definitive Agreement and Plan of Merger dated as of June 8, 1998, among the Borrower, HR Acquisition I Corporation and Capstone Capital Corporation, including exhibits, schedules, amendments and modifications thereto, and (ii) no Default or Event of Default has occurred and is continuing.related documentation;
(im) The Administrative Agent certification that the conditions to effectiveness of the merger, but for payment of the purchase price, have been satisfied and evidence that immediately upon funding of the Tranche B Term Loan hereunder the merger will be consummated in accordance with the foregoing Agreement and Plan of Merger;
(n) delivery within three (3) Business Days following the Closing Date, a preliminary pro forma balance sheet, together with a statement of sources and uses of funds in connection with the acquisition of CCT and the Lenders shall have been paid all fees due initial Extensions of Credit hereunder, in form and payable in connection herewith detail satisfactory to the Agent (subject to final adjustments, including fees reallocation of purchase consideration);
(o) confirmation of the execution and expenses effectiveness of counsel)the Revolving Credit Agreement and the other credit documents relating thereto. The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation of the Lenders Banks to make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders9.05:
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties heretohereto (or, in the case of any party (other than the Borrower) as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, facsimile, telex or other written confirmation from such party of execution of a counterpart hereof by such party); provided, however, in any event, the Agent shall distribute to each Bank promptly after the Closing Date an original Credit Agreement executed by the Borrower, the Banks and the Agent;
(b) The Administrative Agent shall have received a duly executed Revolving Note for the account of each Lender that requests a NoteBank, complying with Section 2.03;
(c) The Administrative Agent shall have received the duly executed Subsidiaries Guarantees;
(d) The Agent and each Lender Bank shall have received legal opinions of counsel to the BorrowerBorrower and the other Obligors, in form and substance satisfactory to the Administrative Agent and the LendersBanks;
(de) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the BorrowerBorrower and each Obligor, the corporate authority for and the validity of each of the Credit Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(ef) The Administrative Agent shall have received receive the applicable Loan Notice of Borrowing relating to such Extension of Credit;
(fg) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(gh) The representations and warranties of the Borrower and the Obligors made in or pursuant to the Credit Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension Extensions of Credit;
(hi) The Administrative Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X);
(j) The Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s 's chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) no Default is continuing, the representations Borrower is Solvent and warranties in Article V hereof are true and correct all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects, and (ii) no Default or Event of Default has occurred and is continuing.;
(ik) The Administrative Agent and the Lenders Banks shall have been paid all fees due and payable pursuant to Sections 2.15(b) and (d) hereof;
(l) No litigation shall be pending or to the knowledge of Borrower threatened against the Borrower, any Material Subsidiary or any Specified Affiliate which would be likely to materially and adversely affect the assets, operations, business or condition, financial or otherwise, of the Borrower, any Material Subsidiary or any Specified Affiliate, or which could reasonably be expected to affect materially and adversely the ability of the Borrower to fulfill its obligations hereunder;
(m) There shall not have occurred or become known any material adverse change with respect to the condition (financial or otherwise), operations, business or assets of the Borrower and its Subsidiaries (including CCT and its Subsidiaries) taken as a whole, since December 31, 1997;
(n) The Agent shall have received a certified copy of the definitive Agreement and Plan of Merger dated as of June 8, 1998, among the Borrower, HR Acquisition I Corporation and Capstone Capital Corporation, including exhibits, schedules, amendments and modifications thereto, and related documentation;
(o) The acquisition of CCT shall have been consummated in accordance with the foregoing Agreement and Plan of Merger and all applicable laws, and all waiting periods required by any Governmental Authority applicable to the Borrower with respect to such acquisition shall have lapsed without objection;
(p) within three (3) Business Days following the Closing Date, a preliminary pro forma balance sheet, together with a statement of sources and uses of funds in connection herewith with the acquisition of CCT and the initial Extensions of Credit hereunder, in form and detail satisfactory to the Agent (subject to final adjustments, including fees reallocation of purchase consideration);
(q) confirmation of the execution and expenses effectiveness of counsel). the Term Loan Agreement and the other credit documents relating thereto; The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Healthcare Realty Trust Inc)
Conditions to Initial Extensions of Credit. The obligation obligations of the Lenders to make the initial Extensions Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder is hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to (the Administrative Agent and each date of any such satisfaction, the Lenders:"Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):
(a) The Administrative Agent An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have received multiple counterparts hereof signed by each of the parties hereto;become effective.
(b) The Administrative Agent shall have received a duly executed Note for Agent, the account of each Lender that requests a Note;
(c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent Lenders and the Lenders;
(d) The Administrative Agent arranger of the credit facilities provided for herein shall have received all documents it may reasonably request relating fees (due and payable pursuant to the existence Fee Letter) and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;Loan Document.
(ec) The Administrative Agent shall have received the applicable results of a recent search of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to the Borrower or any other Loan Notice relating Party, and the results of such search shall be satisfactory to such Extension the Lenders.
(d) The Spin-off shall have been consummated, (including receipt of Credit;a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed.
(e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively.
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit;
(h) The Administrative Agent shall have s▇▇▇▇ ▇▇ve received a certificate completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects, and (ii) no Default or Event of Default has occurred and is continuing.
(i) The Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation obligations of the Lenders and the Issuing Bank to make initial Extensions of Credit hereunder is subject to shall not become effective until the satisfaction of such date on which each of the following conditions in all material respects on is satisfied (or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:11.2).
(a) The Administrative Agent Agent, the Lenders and the Issuing Bank shall have received multiple counterparts hereof signed by each all fees and other amounts due and payable on or prior to the date of the parties hereto;initial Extension of Credit, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder, under any other Loan Document and under the Fee Letter.
(b) The Administrative Agent (or its counsel) shall have received the following (each of which, unless otherwise specified, shall be dated on or as of a duly executed Note for single date occurring on or before the account date of the Initial Extension of Credit):
(i) a counterpart of this Agreement signed by or on behalf of each Lender that requests a Note;
(c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance party hereto or written evidence satisfactory to the Administrative Agent and the Lenders(which may include a facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(dii) The Administrative Agent shall have received all documents it may reasonably request relating if requested by any Lender, a duly executed note payable to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agentsuch Lender;
(eiii) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties a certificate of the Borrower made in Secretary of each Borrower, attaching and certifying copies of its operating agreement or pursuant to by-laws and of the Credit resolutions of its boards of directors or members, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Borrower executing the Loan Documents;
(iv) certified copies of the certificate of organization or other charter documents of each Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of formation of such Borrower and each other jurisdiction where such Borrower is required to be qualified to do business as a foreign corporation except for any such jurisdiction where the failure to so qualify shall be true not have a Material Adverse Effect;
(v) a written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or other counsel to the Borrowers acceptable to the Administrative Agent and (ii) in-house counsel for the Borrowers, in all material respects each case, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Borrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent, the Issuing Bank or the Required Lenders shall reasonably request;
(vi) a certificate, dated as of the date hereof, and signed by a Responsible Officer of each Borrower, confirming compliance with the making conditions set forth in paragraphs (a) and (b) of such Extension of CreditSection 3.2;
(hvii) The Administrative Agent certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have received a certificate expired;
(viii) copies of the Borroweraudited consolidated financial statements for AESC and its Subsidiaries for the Fiscal Years ending December 31, signed on behalf 2000 and December 31, 2001, including balance sheets, income and cash flow statements audited by independent certified public accountants of Borrower recognized national standing and prepared in conformity with GAAP, and such other financial information as the Lenders may reasonably request; and
(ix) Certification by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer AESC that as of such date its obligations under (i) the representations credit agreement, dated as of April 27, 2001 with Citibank as administrative agent, (ii) the credit agreement, dated as of April 20, 2001 with SunTrust Bank as administrative agent, (iii) the first amended and warranties in Article V hereof are true and correct in all material respectsrestated letter of credit facility agreement, dated as of July 18, 2001, with ABN AMRO Bank N.V. as administrative agent, and (iiiv) no Default or Event of Default has occurred the letter agreement, dated March 16, 2001, between AESC and is continuing.
(i) The Administrative Agent and the Lenders shall Bank One, NA have been paid in full, and that all fees due and payable in connection herewith (including fees and expenses letters of counsel). The certificates and opinions referred to in this Section credit outstanding under each of the foregoing agreements shall be dated not earlier than the date hereof and not later than terminated on or before the date of such initial Extensions the Initial Extension of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation of the Lenders to make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders9.05:
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) The Administrative Agent shall have received a duly executed Revolving Note for the account of each Lender that requests a NoteLender, complying with Section 2.13;
(c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit;
(h) The Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X);
(i) The Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s 's chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) no Default is continuing, (ii) the representations Borrower is Solvent, (iii), no other Funded Debt shall be benefited by any Support Obligations given by Subsidiaries of the Borrower, and warranties in Article V hereof are true and correct all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects, and (ii) no Default or Event of Default has occurred and is continuing.;
(ij) The Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith herewith;
(including fees k) No litigation shall be pending or to the knowledge of Borrower threatened against the Borrower, any Subsidiary or any Specified Affiliate which would be likely to have a Material Adverse Effect;
(l) The Administrative Agent and expenses the Lenders shall have received such financial information regarding the Borrower and its Subsidiaries as may be requested by, and in each case in form and substance satisfactory to, the Administrative Agent and the Lenders;
(m) The Administrative Agent shall have received evidence that the Existing Credit Agreement has been (or concurrently with the Closing Date is being) terminated and Liens securing obligations under the Existing Credit Agreement have been (or concurrently with the Closing Date are being) released; and
(n) Since December 31, 2002, there has been no event or circumstance with respect to the condition (financial or otherwise), operations, business or assets of counsel)the Borrower and its Subsidiaries taken as a whole that has had or could reasonably be expected to have a Material Adverse Effect. The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation of the Lenders (including the Swingline Lender) to make the initial Extensions Loans (including the initial advances on the Tranche A Term Loan and the funding of the Tranche B Term Loan) or of the Issuing Lender to issue the initial Letter of Credit hereunder is on the Effective Date, whichever shall occur first shall be subject to the satisfaction of such of the following conditions in all material respects on or prior before the Effective Date in addition to satisfaction on the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item of the conditions set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:Section 5.1;
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each satisfactory evidence that the Agent, on behalf of the parties heretoLenders, holds a perfected, first priority Lien, subject to no other Liens other than for Permitted Liens, on all Collateral;
(b) The Administrative Agent shall have received a duly executed Note for satisfactory evidence that the account of each Lender that requests a NoteExisting Credit Agreement, together with all interest, prepayment premiums and other amounts due and payable, has been paid in full and the related commitments terminated;
(c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit;
(h) The Administrative Agent shall have received a certificate executed by the chief financial officer or treasurer of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date the Effective Date stating that immediately after giving effect to this Credit Agreement and the other Credit Documents and the initial extensions of credit hereunder on the Effective Date, (i) each of the representations and warranties in Article V hereof are true and correct in all material respectsCredit Parties is Solvent, and (ii) no Default or Event of Default has occurred exists and is continuing.(iii) the representations and warranties set forth in Section 6 are true and correct in all material respects;
(id) The Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior other documents, agreements or information which may be reasonably requested by the Agent; and
(e) The Agent shall have received, for its own account and for the accounts of the Lenders, all fees and expenses required by this Credit Agreement or any other Credit Document to be paid on or before the proposed Closing Date specifying its objection theretoEffective Date.
Appears in 1 contract
Sources: Credit Agreement (Genicom Corp)
Conditions to Initial Extensions of Credit. The obligation of the Lenders each Lender to make the initial Extensions Loans, of Administrative Agent to issue any initial Support Agreements and of any LC Issuer to issue any initial Lender Letter of Credit hereunder is shall be subject to the receipt by Administrative Agent of each agreement, document and instrument set forth on the closing checklist prepared by Administrative Agent or its counsel, each in form and substance satisfactory to Administrative Agent, and such other deliverables reasonably requested by Administrative Agent and Lenders, and to the satisfaction of such of the following conditions precedent, each to the satisfaction of Administrative Agent and Lenders and their respective counsel in their sole discretion:
(a) the payment of all material respects fees, expenses and other amounts due and payable under each Financing Document on or prior to the Closing Date as Date;
(b) the absence, since November 30, 2006, of any material adverse change in any aspect of the business, operations, properties, prospects or condition (financial or otherwise) of any Credit Party, or any event or condition which could reasonably be expected to result in such a material adverse change;
(c) all of each Borrower’s existing Debt (other than purchase money Debt and Capital Leases permitted under clause (c) of the definition of Permitted Indebtedness and the Mortgage Debt), including any related party debt, shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form be fully subordinated to the Obligations pursuant to Subordination Agreements that are requested by and substance satisfactory to the Administrative Agent and each of the Lenders:
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties heretoin its sole discretion;
(bd) The Administrative Agent shall have received a duly executed Note for the account receipt of each Lender that requests a Notethe initial Borrowing Base Certificate, prepared as of April 30, 2007, on the Closing Date and, thereafter, the receipt of any updated Borrowing Base Certificate or “roll forward” required under this Agreement;
(ci) The Administrative Agent and each Lender the Bankruptcy Court shall have received legal opinions of counsel entered, prior to the BorrowerClosing Date, an order (the “Confirmation Order”), in form and substance satisfactory to the Administrative Agent Agent, confirming the Reorganization Plan and approving and authorizing the transactions contemplated thereby, and the Lenders;
Confirmation Order shall be a Final Order (dand, for avoidance of doubt, the Confirmation Order shall not have been reversed, stayed, modified, amended, rescinded or vacated); (ii) The the Reorganization Plan shall not have been modified, altered, amended or otherwise changed or supplemented without the prior written consent of the Administrative Agent; (iii) all material conditions precedent to the effectiveness of the Reorganization Plan shall have been satisfied (or waived with the prior written consent of the Administrative Agent) and the Effective Date (as defined in the Reorganization Plan) shall have occurred; (iv) unless otherwise agreed by the Administrative Agent, ten (10) days shall have passed since the entry of the Confirmation Order and the Confirmation Order shall not be subject to any stay; (v) the Administrative Agent shall be satisfied that, except as otherwise consented to by it, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order will not govern the enforcement of the Loan Documents; (vi) the transactions set forth in the Reorganization Plan shall have been consummated in accordance with all applicable Law and otherwise to the satisfaction of the Administrative Agent; and (vii) the Administrative Agent shall have received all documents it may reasonably request relating a copy of the Confirmation Order, certified by the Bankruptcy Court as complete and correct;
(f) without limiting the generality of the foregoing, Administrative Agent shall have received, prior to the existence Closing Date, evidence satisfactory to it of the Borrowerconsummation of the Rights Offering (as defined in the Reorganization Plan) and payment or funding of all amounts and reserves described in Section 3.24;
(g) prior to the Closing Date, all Property of the Estate (as defined in the Bankruptcy Code) of the Filing Company shall have vested in the reorganized Filing Company free and clear of all Liens other than Liens in favor of the Mortgage Lender securing the Mortgage Debt and Liens permitted pursuant to Section 5.2, and Administrative Agent shall have received evidence satisfactory to it of the merger of the reorganized Filing Company with and into Company, with Company as the surviving corporation;
(h) following the Effective Date and after giving effect to the transactions contemplated by the Financing Documents, the corporate authority for Borrowers shall not have any outstanding Debt or preferred stock other than (i) Debt incurred under the Financing Documents, (ii) the Mortgage Debt, (iii) purchase money Debt and Capital Leases permitted under clause (c) of the definition of Permitted Indebtedness and (iv) Debt permitted pursuant to Section 5.1. Without limiting the generality of the foregoing, the Pre-Petition Loan Agreements shall have been terminated, and all loans, interest and other amounts accrued or owing thereunder shall have been paid in full and all Liens granted in respect thereof shall have been released and extinguished and the validity terms and conditions of each of the Credit Documents, and any other matters relevant hereto, all in form and substance such release shall be satisfactory to the Administrative Agent;
(ei) The Administrative Agent following the Effective Date and after giving effect to the transactions contemplated by the Financing Documents, there shall have received the applicable Loan Notice relating be no Liens on any asset of Borrowers other than Liens permitted pursuant to such Extension of CreditSection 5.2;
(fj) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit;
(h) The receipt by Administrative Agent shall have received a certificate of the Borrowerthose documents, signed instruments and/or agreements set forth on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming Schedule 7.4 that are required to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects, and (ii) no Default or Event of Default has occurred and is continuing.
(i) The be delivered to Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoinitial extension of credit hereunder pursuant to Schedule 7.4; and
(k) the receipt by Administrative Agent of such other documents, instruments and/or agreements as Administrative Agent may reasonably request.
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Sources: Credit and Security Agreement (Seracare Life Sciences Inc)
Conditions to Initial Extensions of Credit. The obligation of the Lenders Banks to make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders9.05:
(a) The Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) The Administrative Agent shall have received a duly executed Revolving Note for the account of each Lender that requests a NoteBank, complying with Section 2.03;
(c) The Administrative Agent and each Lender Bank shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the LendersBanks;
(d) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice of Borrowing relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties of the Borrower made in or pursuant to the Credit Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension Extensions of Credit;
(h) The Administrative Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X);
(i) The Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s 's chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) no Default is continuing, (ii) the representations Borrower is Solvent, (iii) the guaranties given by the Borrower's Subsidiaries to guarantee the $70 million 2000 Private Placement Debt have been released, (iv) other than the subsidiary guaranties given in respect of the $90 million 1995 Private Placement Debt, no other Consolidated Funded Indebtedness shall be benefited by any Guarantee given by Subsidiaries of the Borrower, and warranties in Article V hereof are true and correct all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects, and (ii) no Default or Event of Default has occurred and is continuing.;
(ij) The Administrative Agent shall have received evidence that the guaranties given by the Borrower's Subsidiaries to guarantee the Existing Credit Facility have been released;
(k) The Agent and the Lenders Banks shall have been paid all fees due and payable pursuant to Sections 2.15(b) and (d) hereof;
(l) No litigation shall be pending or to the knowledge of Borrower threatened against the Borrower, any Subsidiary or any Specified Affiliate which would be likely to have a Material Adverse Effect;
(m) The Agent and the Banks shall have received such financial information regarding the Borrower and its Subsidiaries as may be requested by, and in connection herewith each case in form and substance satisfactory to, the Agent and the Banks; and
(including fees n) There shall not have occurred or become known any material adverse change with respect to the condition (financial or otherwise), operations, business or assets of the Borrower and expenses of counsel)its Subsidiaries taken as a whole, since December 31, 2000. The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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Conditions to Initial Extensions of Credit. The obligation obligations of the Lenders and the Issuing Bank to make initial Extensions of Credit hereunder is subject to shall not become effective until the satisfaction of such date on which each of the following conditions in all material respects on is satisfied (or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:10.2).
(a) The Administrative Agent Agent, the Lenders and the Issuing Bank shall have received multiple counterparts hereof signed by each all fees and other amounts due and payable on or prior to the date of the parties hereto;initial Extension of Credit, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under the Fee Letter.
(b) The Administrative Agent (or its counsel) shall have received the following (each of which, unless otherwise specified, shall be dated on or as of a duly executed Note for single date occurring on or before the account date of the Initial Extension of Credit):
(i) a counterpart of this Agreement signed by or on behalf of each Lender that requests a Note;
(c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance party hereto or written evidence satisfactory to the Administrative Agent and the Lenders(which may include a facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(dii) The Administrative Agent shall have received all documents it may reasonably request relating if requested by any Lender, a duly executed note payable to such Lender;
(iii) a certificate of the existence Secretary of the Borrower, the corporate authority for attaching and the validity certifying copies of each its operating agreement and of the Credit Documentsresolutions of its boards of directors or members, authorizing the execution, delivery and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice relating to such Extension of Credit;
(f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter;
(g) The representations and warranties performance of the Borrower made in or pursuant to the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents;
(iv) certified copies of the certificate of organization or other charter documents of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of formation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation except for any such jurisdiction where the failure to so qualify shall be true not have a Material Adverse Effect;
(v) a favorable written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or other counsel to the Borrower acceptable to the Administrative Agent and (ii) in-house counsel for the Borrower, in all material respects each case, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent, the Issuing Bank or the Required Lenders shall reasonably request;
(vi) a certificate, dated as of the date of the making of such Extension of Credit;
(h) The Administrative Agent shall have received hereof, and signed by a certificate Responsible Officer of the Borrower, signed on behalf confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3.2;
(vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(viii) copies of the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Years ending December 31, 2000 and December 31, 2001, including balance sheets, income and cash flow statements audited by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Lenders may reasonably request; and
(ix) Certification by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer Borrower that as of such date its obligations under (i) the representations credit agreement, dated as of April 27, 2001 with Citibank as administrative agent, (ii) the credit agreement, dated as of April 20, 2001 with SunTrust Bank as administrative agent, (iii) the first amended and warranties in Article V hereof are true and correct in all material respectsrestated letter of credit facility agreement, dated as of July 18, 2001, with ABN AMRO Bank N.V. as administrative agent, and (iiiv) no Default or Event of Default has occurred the letter agreement, dated March 16, 2001, between the Borrower and is continuing.
(i) The Administrative Agent and the Lenders shall Bank One, NA have been paid in full, and that all fees due and payable in connection herewith (including fees and expenses letters of counsel). The certificates and opinions referred to in this Section credit outstanding under each of the foregoing agreements shall be dated not earlier than the date hereof and not later than terminated on or before the date of such initial Extensions the Initial Extension of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Conditions to Initial Extensions of Credit. The obligation of the Lenders to close this Credit Agreement and make initial Extensions of Credit hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(a) The the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto;
(b) The the Administrative Agent shall have received a duly executed Note for the account of each Lender that requests a Note;
(c) The the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders;
(d) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) The Administrative Agent shall have received the applicable Loan Notice relating certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower;
(e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to such Extension the Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Borrower Requests for Extensions of Credit;
(fg) No Default the Administrative Agent shall have occurred and be continuing immediately before received copies certified by the making of such Extension of Credit and no Default shall exist immediately thereafter;
Secretary or Assistant Secretary (gor other individual performing similar functions) The representations and warranties of the Borrower made in of (A) the by-laws of the Borrower and (B) all corporate or pursuant other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Creditparty;
(h) The the Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing.;
(i) The the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless ;
(j) the Administrative Agent shall have received notice from a Disbursement Instruction Agreement executed by the Borrower;
(k) the Administrative Agent and the Lenders shall have received (i) the financial statements referenced in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019;
(l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Lender Subsidiary, in each case, at least five (5) Business Days prior to the proposed Closing Date specifying date of closing;
(m) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;
(n) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its objection theretocounsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries; (o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and
(p) In the good faith, reasonable judgment of the Administrative Agent:
(i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches;
(ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019;
(iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound;
(iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and
(v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.
Appears in 1 contract