EXHIBIT
10.1
Commercial Paper
Dealer Agreement
Between:
Hasbro, Inc., as
Issuer and
Citigroup Global
Markets Inc., as Dealer
Concerning Notes to
be issued pursuant to an Issuing and Paying Agency Agreement dated
as of January 25, 2011 between the Issuer and Citibank, N.A., as
Issuing and Paying Agent
Dated as
of
January 25,
2011
Commercial Paper Dealer
Agreement
[4(2) Program]
This agreement (the
“Agreement”) sets forth the understandings between the
Issuer and the Dealer, each named above, in connection with the
issuance and sale by the Issuer of its short-term promissory notes
(the “Notes”) through the Dealer.
Certain terms used in
this Agreement are defined in Section 6 hereof.
The Addendum to this
Agreement, and any Annexes or Exhibits described in this Agreement
or such Addendum, are hereby incorporated into this Agreement and
made fully a part hereof.
1.
Offers, Sales and Resales of
Notes.
1.1
While (i) the Issuer
has and shall have no obligation to sell the Notes to the Dealer or
to permit the Dealer to arrange any sale of the Notes for the
account of the Issuer, and (ii) the Dealer has and shall have no
obligation to purchase the Notes from the Issuer or to arrange any
sale of the Notes for the account of the Issuer, the parties hereto
agree that in any case where the Dealer purchases Notes from the
Issuer, or arranges for the sale of Notes by the Issuer, such Notes
will be purchased or sold by the Dealer in reliance on the
representations, warranties, covenants and agreements of the Issuer
contained herein or made pursuant hereto and on the terms and
conditions and in the manner provided herein.
1.2
So long as this
Agreement shall remain in effect, and in addition to the
limitations contained in Section 1.7 hereof, the Issuer shall not,
without the consent of the Dealer, offer, solicit or accept offers
to purchase, or sell, any Notes except (a) in transactions with one
or more dealers which may from time to time after the date hereof
become dealers with respect to the Notes by executing with the
Issuer one or more agreements which contain provisions
substantially identical to those contained in Section 1 of this
Agreement, of which the Issuer hereby undertakes to provide the
Dealer prompt notice or (b) in transactions with the other dealers
listed on the Addendum hereto, which are executing agreements with
the Issuer which contain provisions substantially identical to
Section 1 of this Agreement contemporaneously herewith. In no
event shall the Issuer offer, solicit or accept offers to purchase,
or sell, any Notes directly on its own behalf in transactions with
persons other than broker-dealers as specifically permitted in this
Section 1.2.
1.3
The Notes shall be in
a minimum denomination of $250,000 or integral multiples of $1,000
in excess thereof, will bear such interest rates, if interest
bearing, or will be sold at such discount from their face amounts,
as shall be agreed upon by the Dealer and the Issuer, shall have a
maturity not exceeding 397 days from the date of issuance and may
have such terms as are specified in Exhibit C hereto or the Private
Placement Memorandum. The Notes shall not contain any
provision for extension, renewal or automatic
“rollover.”
1.4
The authentication
and issuance of, and payment for, the Notes shall be effected in
accordance with the Issuing and Paying Agency Agreement, and the
Notes shall be either individual physical certificates or
book-entry notes evidenced by one or more master notes (each, a
“Master Note”) registered in the name of The Depository
Trust Company (“DTC”) or its nominee, in the form or
forms attached to this Agreement as Exhibit D.
1.5
If the Issuer and the
Dealer shall agree on the terms of the purchase of any Note by the
Dealer or the sale of any Note arranged by the Dealer (including,
but not limited to, agreement with respect to the date of issue,
purchase price, principal amount, maturity and interest rate or
interest rate index and margin (in the case of interest-bearing
Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the
Dealer’s services hereunder) pursuant to this Agreement, the
Issuer shall cause such Note to be issued and delivered in
accordance with the terms of the Issuing and Paying Agency
Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuing and
Paying Agent, for the account of the Issuer. Except as
otherwise agreed, in the event that the Dealer is acting as an
agent and a purchaser shall either fail to accept delivery of or
make payment for a Note on the date fixed for settlement, the
Dealer shall promptly notify the Issuer, and if the Dealer has
theretofore paid the Issuer for the Note, the Issuer will promptly
return such funds to the Dealer against its return of the Note to
the Issuer, in the case of a certificated Note, and upon notice of
such failure in the case of a book-entry Note. If such
failure occurred for any reason other than default by the Dealer,
the Issuer shall reimburse the Dealer on an equitable basis for the
Dealer’s loss of the use of such funds for the period such
funds were credited to the Issuer’s account.
1.6
The Dealer and the
Issuer hereby establish and agree to observe the following
procedures in connection with offers, sales and subsequent resales
or other transfers of the Notes:
(a)
Offers and sales of
the Notes by or through the Dealer shall be made only to: (i)
investors reasonably believed by the Dealer to be Qualified
Institutional Buyers, Institutional Accredited Investors or
Sophisticated Individual Accredited Investors and (ii) non-bank
fiduciaries or agents that will be purchasing Notes for one or more
accounts, each of which is reasonably believed by the Dealer to be
an Institutional Accredited Investor or Sophisticated Individual
Accredited Investor.
(b)
Resales and other
transfers of the Notes by the holders thereof shall be made only in
accordance with the restrictions in the legend described in clause
(e) below.
(c)
No general
solicitation or general advertising shall be used in connection
with the offering of the Notes. Without limiting the
generality of the foregoing, without the prior written approval of
the Dealer, the Issuer shall not issue any press release or place
or publish any “tombstone” or other advertisement
relating to the Notes.
(d)
No sale of Notes to
any one purchaser shall be for less than $250,000 principal or face
amount, and no Note shall be issued in a smaller principal or face
amount. If the purchaser is a non-bank fiduciary acting on
behalf of others, each person for whom such purchaser is acting
must purchase at least $250,000 principal or face amount of
Notes.
(e)
Offers and sales of
the Notes by the Issuer through the Dealer acting as agent for the
Issuer shall be made in accordance with Section 4(2) of the
Securities Act, and shall be subject to the restrictions described
in the legend appearing on Exhibit A hereto. A legend
substantially to the effect of such Exhibit A shall appear as part
of the Private Placement Memorandum used in connection with offers
and sales of Notes hereunder, as well as on each individual
certificate representing a Note and each Master Note representing
book-entry Notes offered and sold pursuant to this
Agreement.
(f)
The Dealer shall
furnish or shall have furnished to each purchaser of Notes for
which it has acted as the Dealer a copy of the then-current Private
Placement Memorandum unless such purchaser has previously received
a copy of the Private Placement Memorandum as then in effect.
The Private Placement Memorandum shall expressly state that
any person to whom Notes are offered shall have an opportunity to
ask questions of, and receive information from, the Issuer and the
Dealer and shall provide the names, addresses and telephone numbers
of the persons from whom information regarding the Issuer may be
obtained.
(g)
The Issuer agrees,
for the benefit of the Dealer and each of the holders and
prospective purchasers from time to time of the Notes that, if at
any time the Issuer shall not be subject to Section 13 or 15(d) of
the Exchange Act, the Issuer will furnish, upon request and at its
expense, to the Dealer and to holders and prospective purchasers of
Notes information required by Rule 144A(d)(4)(i) in compliance with
Rule 144A(d).
(h)
In the event that any
Note offered or to be offered by the Dealer would be ineligible for
resale under Rule 144A, the Issuer shall immediately notify the
Dealer (by telephone, confirmed in writing) of such fact and shall
promptly prepare and deliver to the Dealer an amendment or
supplement to the Private Placement Memorandum describing the Notes
that are ineligible, the reason for such ineligibility and any
other relevant information relating thereto.
(i)
The Issuer represents
that it is not currently issuing commercial paper in the United
States market in reliance upon the exemption provided by Section
3(a)(3) of the Securities Act. The Issuer agrees that, if it
shall issue commercial paper after the date hereof in reliance upon
such exemption (a) the proceeds from the sale of the Notes will be
segregated from the proceeds of the sale of any such commercial
paper by being placed in a separate account; (b) the Issuer will
institute appropriate corporate procedures to ensure that the
offers and sales of notes issued by the Issuer pursuant to the
Section 3(a)(3) exemption are not integrated with offerings and
sales of Notes hereunder; and (c) the Issuer will comply with each
of the requirements of Section 3(a)(3) of the Securities Act in
selling commercial paper or other short-term debt securities other
than the Notes in the United States.
1.7
The Issuer hereby
represents and warrants to the Dealer, in connection with offers,
sales and resales of Notes, as follows:
(a)
The Issuer hereby
confirms to the Dealer that (except as permitted by Section 1.6(i))
within the preceding six months neither the Issuer nor any person
other than the Dealer or the other dealers referred to in Section
1.2 hereof acting on behalf of the Issuer has offered or sold any
Notes, or any substantially similar security of the Issuer
(including, without limitation, medium-term notes issued by the
Issuer), to, or solicited offers to buy any such security from, any
person other than the Dealer or the other dealers referred to in
Section 1.2 hereof. The Issuer also agrees that (except as
permitted by Section 1.6(i)), as long as the Notes are being
offered for sale by the Dealer and the other dealers referred to in
Section 1.2 hereof as contemplated hereby and until at least six
months after the offer of Notes hereunder has been terminated,
neither the Issuer nor any person other than the Dealer or the
other dealers referred to in Section 1.2 hereof (except as
contemplated by Section 1.2 hereof) will offer the Notes or any
substantially similar security of the Issuer for sale to, or
solicit offers to buy any such security from, any person other than
the Dealer or the other dealers referred to in Section 1.2 hereof,
it being understood that such agreement is made with a view to
bringing the offer and sale of the Notes within the exemption
provided by Section 4(2) of the Securities Act and Rule 506
thereunder and shall survive any termination of this Agreement.
The Issuer hereby represents and warrants that it has not
taken or omitted to take, and will not take or omit to take, any
action that would cause the offering and sale of Notes hereunder to
be integrated with any other offering of securities, whether such
offering is made by the Issuer or some other party or parties under
circumstances that would cause the offering and sale of the Notes
by the Issuer to fail to be exempt under Section 4(2) of the
Securities Act.
(b)
The Issuer represents
and agrees that the proceeds of the sale of the Notes are not
currently contemplated to be used for the purpose of buying,
carrying or trading securities within the meaning of Regulation T
and the interpretations thereunder by the Board of Governors of the
Federal Reserve System. In the event that the Issuer
determines to use such proceeds for the purpose of buying, carrying
or trading securities, whether in connection with an acquisition of
another company or otherwise, the Issuer shall give the Dealer at
least five business days’ prior written notice to that
effect. The Issuer shall also give the Dealer prompt notice
of the actual date that it commences to purchase securities with
the proceeds of the Notes. Thereafter, in the event that the
Dealer purchases Notes as principal and does not resell such Notes
on the day of such purchase, to the extent necessary to comply with
Regulation T and the interpretations thereunder, the Dealer will
sell such Notes either (i) only to offerees it reasonably believes
to be Qualified Institutional Buyers or to Qualified Institutional
Buyers it reasonably believes are acting for other Qualified
Institutional Buyers, in each case in accordance with Rule 144A or
(ii) in a manner which would not cause a violation of Regulation T
and the interpretations thereunder.
2.
Representations and Warranties of
Issuer.
The Issuer
represents and warrants that:
2.1
The Issuer is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all
the requisite power and authority to execute, deliver and perform
its obligations under the Notes, this Agreement and the Issuing and
Paying Agency Agreement.
2.2
This Agreement and
the Issuing and Paying Agency Agreement have been duly authorized,
executed and delivered by the Issuer and constitute legal, valid
and binding obligations of the Issuer enforceable against the
Issuer in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’
rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).
2.3
The Notes have been
duly authorized, and when issued as provided in the Issuing and
Paying Agency Agreement, will be duly and validly issued and will
constitute legal, valid and binding obligations of the Issuer
enforceable against the Issuer in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
2.4
Assuming compliance
by the Dealer with the procedures applicable to it set forth in
Section 1 hereof, the offer and sale of the Notes in the manner
contemplated hereby do not require registration of the Notes under
the Securities Act, pursuant to the exemption from registration
contained in Section 4(2) thereof, and no indenture in respect of
the Notes is required to be qualified under the Trust Indenture Act
of 1939, as amended.
2.5
The Notes will rank
at least pari passu with all other unsecured and unsubordinated
indebtedness of the Issuer.
2.6
No consent or action
of, or filing or registration with, any governmental or public
regulatory body or authority, including the SEC, is required to
authorize, or is otherwise required in connection with the
execution, delivery or performance of, this Agreement, the Notes or
the Issuing and Paying Agency Agreement, except as may be required
by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Notes.
2.7
Neither the execution
and delivery of this Agreement and the Issuing and Paying Agency
Agreement, nor the issuance of the Notes in accordance with the
Issuing and Paying Agency Agreement, nor the fulfillment of or
compliance with the terms and provisions hereof or thereof by the
Issuer, will (i) result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon
any of the properties or assets of the Issuer, or (ii) violate or
result in a breach or a default under any of the terms of the
Issuer’s charter documents or by-laws, any contract or
instrument to which the Issuer is a party or by which it or its
property is bound, or any law or regulation, or any order, writ,
injunction or decree of any court or government instrumentality, to
which the Issuer is subject or by which it or its property is
bound, which breach or default might have a material adverse effect
on the condition (financial or otherwise), operations or business
prospects of the Issuer or the ability of the Issuer to perform its
obligations under this Agreement, the Notes or the Issuing and
Paying Agency Agreement.
2.8
Except as disclosed
in the Company Information, there is no litigation or governmental
proceeding pending, or to the knowledge of the Issuer threatened,
against or affecting the Issuer or any of its subsidiaries which
might result in a material adverse change in the condition
(financial or otherwise), operations or business prospects of the
Issuer or the ability of the Issuer to perform its obligations
under this Agreement, the Notes or the Issuing and Paying Agency
Agreement.
2.9
The Issuer is not an
“investment company” within the meaning of the
Investment Company Act of 1940, as amended.
2.10
Neither the Private
Placement Memorandum nor the Company Information, contains any
untrue statement of a material fact and the Private Placement
Memorandum and the Company Information, taken as a whole, do not
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not
misleading.
2.11
Each (a) issuance of
Notes by the Issuer hereunder and (b) amendment or supplement of
the Private Placement Memorandum shall be deemed a representation
and warranty by the Issuer to the Dealer, as of the date thereof,
that, both before and after giving effect to such issuance and
after giving effect to such amendment or supplement, (i) the
representations and warranties given by the Issuer set forth in
this Section 2 remain true and correct in all material respects on
and as of such date as if made on and as of such date, (ii) in the
case of an issuance of Notes, the Notes being issued on such date
have been duly and validly issued and constitute legal, valid and
binding obligations of the Issuer, enforceable against the Issuer
in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (iii) in the case of an
issuance of Notes, since the date of the most recent Private
Placement Memorandum, there has been no material adverse change in
the condition (financial or otherwise), operations or business
prospects of the Issuer which has not been disclosed to the Dealer
in writing.
3.
Covenants and Agreements of
Issuer.
The Issuer covenants
and agrees that:
3.1
The Issuer will give
the Dealer prompt notice (but in any event prior to any subsequent
issuance of Notes hereunder) of any amendment to, modification of
or waiver with respect to, the Notes or the Issuing and Paying
Agency Agreement, including a complete copy of any such amendment,
modification or waiver.
3.2
The Issuer shall,
whenever there shall occur any change in the Issuer’s
condition (financial or otherwise), operations or business
prospects or any development or occurrence in relation to the
Issuer that would have a material adverse effect on holders of the
Notes or potential holders of the Notes (including any downgrading
or receipt of any notice of intended or potential downgrading or
any review for potential change in the rating accorded any of the
Issuer’s securities by any nationally recognized statistical
rating organization which has published a rating of the Notes),
promptly, and in any event prior to any subsequent issuance of
Notes hereunder, notify the Dealer (by telephone, confirmed in
writing) of such change, development or occurrence.
3.3
The Issuer, subject
to compliance with any applicable confidentiality restrictions,
shall from time to time furnish to the Dealer such information as
the Dealer may reasonably request, including, without limitation,
any press releases or material provided by the Issuer to any
national securities exchange or rating agency, regarding (i) the
Issuer’s operations and financial condition, (ii) the due
authorization and execution of the Notes and (iii) the
Issuer’s ability to pay the Notes as they
mature.
3.4
The Issuer will take
all such action as the Dealer may reasonably request to ensure that
each offer and each sale of the Notes will comply with any
applicable state Blue Sky laws; provided, however, that the Issuer
shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation in any jurisdiction
in which it is not so qualified or subject itself to taxation in
respect of doing business in any jurisdiction in which it is not
otherwise so subject.
3.5
The Issuer will not
be in default of any of its obligations hereunder, under the Notes
or under the Issuing and Paying Agency Agreement, at any time that
any of the Notes are outstanding.
3.6
The Issuer shall not
issue Notes hereunder until the Dealer shall have received (a) an
opinion of counsel to the Issuer, addressed to the Dealer,
satisfactory in form and substance to the Dealer, (b) a copy of the
executed Issuing and Paying Agency Agreement as then in effect, (c)
a copy of resolutions adopted by the Board of Directors of the
Issuer, satisfactory in form and substance to the Dealer and
certified by the Secretary or similar officer of the Issuer,
authorizing execution and delivery by the Issuer of this Agreement,
the Issuing and Paying Agency Agreement and the Notes and
consummation by the Issuer of the transactions contemplated hereby
and thereby, (d) prior to the issuance of any book-entry Notes
represented by a master note registered in the name of DTC or its
nominee, a copy of the executed Letter of Representations among the
Issuer, the Issuing and Paying Agent and DTC and of the executed
master note, (e) prior to the issuance of any Notes in physical
form, a copy of such form (unless attached to this Agreement or the
Issuing and Paying Agency Agreement) and (f) such other
certificates, opinions, letters and documents as the Dealer shall
have reasonably requested.
3.7
The Issuer shall
reimburse the Dealer for all of the Dealer’s out-of-pocket
expenses related to this Agreement, including expenses incurred in
connection with its preparation and negotiation, and the
transactions contemplated hereby (including, but not limited to,
the printing and distribution of the Private Placement Memorandum),
and, if applicable, for the reasonable fees and out-of-pocket
expenses of the Dealer’s counsel.
4.
Disclosure.
4.1
The Private
Placement Memorandum and its contents (other than the Dealer
Information) shall be the sole responsibility of the Issuer.
The Private Placement Memorandum shall contain a statement
expressly offering an opportunity for each prospective purchaser to
ask questions of, and receive answers from, the Issuer concerning
the offering of Notes and to obtain relevant additional information
which the Issuer possesses or can acquire without unreasonable
effort or expense.
4.2
The Issuer agrees to
promptly furnish the Dealer the information described in clauses
(i) and (ii) and, to the extent filed with the SEC, clause (iii) of
the definition of Company Information in Section 6.2 as such
information becomes available. Any such Company Information
may be furnished electronically, by posting such Company
Information on the Issuer’s website or by filing such Company
Information with the SEC. The Issuer shall provide the Dealer
with written notice of such posting or filing contemporaneously
with such posting or filing and any such Company Information shall
be deemed to have been furnished by the Issuer to the Dealer
hereunder on the date on which the Issuer provides such notice to
the Dealer.
4.3
(a) The Issuer
further agrees to notify the Dealer promptly upon the occurrence of
any event relating to or affecting the Issuer that would cause the
Company Information then in existence to include an untrue
statement of a material fact or to omit to state a material fact
necessary in order to make the statements contained therein, in
light of the circumstances under which they are made, not
misleading. Notwithstanding the foregoing, the Issuer shall
have no obligation to so notify the Dealer if the Issuer has
temporarily suspended offers and sales of the Notes and has given
the Dealer written notice of such suspension. The Dealer
agrees (subject to the provisions of subsection (b) of this Section
4.3) that, upon such notification, all solicitations and sales of
Notes shall be suspended. In the event that the Issuer wishes
to resume offers and sales of the Notes, it shall (i) give the
Dealer notice thereof, and (ii) either (x) confirm that the then
current Private Placement Memorandum and Company Information do not
violate the representation contained in Section 2.11 of this
Agreement, or (y) if the representation contained in Section 2.11
cannot be made, provide to the Dealer an updated Private Placement
Memorandum that will permit the representation to be
made.
(b)
In the event that
the Issuer gives the Dealer notice pursuant to the first or second
sentences of Section 4.3(a) and the Dealer notifies the Issuer that
it then has Notes it is holding in inventory, the Issuer agrees (i)
promptly to supplement or amend the Private Placement Memorandum so
that the Private Placement Memorandum, as amended or supplemented,
shall not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading, and the Issuer shall make such supplement or
amendment available to the Dealer or (ii) if the Issuer chooses not
to promptly amend or supplement the Private Placement Memorandum,
the Issuer shall, if required by the Dealer, promptly purchase from
the Dealer any such Notes held in inventory at a price equal to (A)
the principal or discounted amount thereof (based on the net
proceeds received by the Issuer) plus the accreted discount or
accrued interest, as the case may be, through such date of
purchase, with the accreted discount or accrued interest, as
applicable, being determined for each day from and after the date
of issuance of such Note or, if later, the most recent Interest
Payment Date (in the case of an interest-bearing Note) to but
excluding the date of repurchase of such Note in equal amounts
(without compounding) computed on the basis of (1) a year of 360
days or, in the case of a Floating Rate Note (as defined in Exhibit
C) with respect to which the interest rate is computed on the basis
of a year of 365 or 366 days, as applicable, 365 or 366 days, and
(2) the actual number of days from the date of issuance of such
Note or, if later, the most recent Interest Payment Date (in the
case of an interest-bearing Note) or (B) such other amount as shall
be agreed between the Issuer and the Dealer, provided that no
commissions or fees will be paid to such Dealer in connection with
any such repurchase pursuant to this Section
4.3(b)(ii).
(c)
In the event that
(i) the Issuer gives the Dealer notice pursuant to the first
sentence of Section 4.3(a), (ii) the Dealer does not
notify the Issuer that it is then holding Notes in inventory and
(iii) the Issuer chooses not to promptly amend or supplement
the Private Placement Memorandum in the manner described in clause
(b) above, then all solicitations and sales of Notes shall be
suspended until such time as the Issuer has so amended or
supplemented the Private Placement Memorandum, and made such
amendment or supplement available to the Dealer.
(d)
Without limiting the
generality of Section 4.3(a), the Issuer shall review, amend and
supplement the Private Placement Memorandum on a periodic basis,
but no less than at least once annually, to incorporate current
financial information of the Issuer to the extent necessary to
ensure that the information provided in the Private Placement
Memorandum is accurate and complete.
5.
Indemnification and
Contribution.
5.1
The Issuer will
indemnify and hold harmless the Dealer, each individual,
corporation, partnership, trust, association or other entity
controlling the Dealer, any affiliate of the Dealer or any such
controlling entity and their respective directors, officers,
employees, partners, incorporators, shareholders, servants,
trustees and agents (hereinafter the “Indemnitees”)
against any and all liabilities, penalties, suits, causes of
action, losses, damages, claims, costs and expenses (including,
without limitation, fees and disbursements of counsel) or judgments
of whatever kind or nature (each a “Claim”), imposed
upon, incurred by or asserted against the Indemnitees arising out
of or based upon (i) any allegation that the Private Placement
Memorandum, the Company Information or any information provided by
the Issuer to the Dealer included (as of any relevant time) or
includes an untrue statement of a material fact or omitted (as of
any relevant time) or omits to state any
