Anti-Cash Hoarding. Such proposed extension of credit shall not result in the Consolidated Cash Balance exceeding $40,000,000, calculated on a pro forma basis after giving effect both to the funding of such extension of credit and the application of proceeds thereof in a manner permitted by the terms of this Agreement.

If, on any day, the Borrower and its Subsidiaries have Available Cash then, not later than two Business Days after such day, the Borrower shall prepay the outstanding Term Loans under this Agreement in an aggregate amount equal to the amount of such Available Cash (the “Anti-Cash Hoarding Sweep”).

Anti-Cash Hoarding. If, as of the end of any Business Day following the date of the Seventh Amendment, the Consolidated Cash Balance exceeds Two Million Dollars ($2,000,000.00) for a period of more than seven (7) consecutive days (the amount of such excess on the last day of such seven (7) day period being referred to as the “Excess Cash”), then within five (5) Business Days of such date, the Borrower shall prepay the Obligations in an amount equal to the lesser of # the amount sufficient to cause the Consolidated Cash Balance to no longer exceed Two Million Dollars ($2,000,000.00), and # the aggregate principal amount of the Obligations outstanding at such time. Without limitation of the foregoing, such prepayment will not result in the reduction of the Total Commitment in effect at such time. Without limitation of the foregoing, no such prepayment shall reduce or excuse Borrower’s mandatory principal or interest payments on the Loan as required under Section 2 hereof.

Provider represents and warrants that it complies with, and will remain in compliance with, all domestic and foreign anti-bribery and anti-corruption laws applicable to it in the performance of the Services. Provider shall maintain in place throughout the Term its own policies and procedures, including procedures reasonably designed for Provider and Provider Personnel to comply with anti-bribery and anti-corruption laws and will enforce them where appropriate.

Anti-Corruption/Anti-Bribery. Such Committer and its Affiliates, and to such Committer’s knowledge, any director, officer, employee, agent or consultant of such Committer or its Affiliates (in each case acting in its, his or her capacity as such), has not engaged in Anti-Corruption Prohibited Activity. No civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter in respect of the Anti-Corruption Laws, Anti-Money Laundering Laws, or sanctions, is pending against such Committer, any such Affiliate or any such other Person (acting in its, his or her capacity as such), nor, to the knowledge of such Committer, is threatened.

Anti-Stacking. If, after the Effective Date of this Agreement, # Licensee reasonably determines that, in order to avoid infringement of a Patent not licensed hereunder that covers or claims a given Product (or Compound contained in such Product), or the manufacture, use, sale or other exploitation thereof in a country, Licensee or its Affiliate or sublicensee is required to acquire or license rights under such Patent from a Third Party, # Licensee or its Affiliate or sublicensee actually enters into an agreement to acquire or license such Patent rights (such agreement, a “Third Party License Agreement”), and # Licensee reasonably determines that Licensee or its Affiliate or sublicensee is required to pay a royalty or sales-based milestone payment to such Third Party under the Third Party License Agreement, then Licensee will have the right to deduct such payments actually paid by Licensee or its Affiliate or sublicensee to such Third Party under the Third Party License Agreement from the Royalties payable under this Agreement. For the avoidance of doubt, any Patent rights that are licensed or acquired by Licensee to exploit any ingredient in a Product other than a Compound shall not be subject to this provision.

Permit the aggregate amount of cash and Cash Equivalents of the Company and its Subsidiaries to exceed $25,000,000 at any time for a period of longer than five (5) Business Days.

SECTION #21Cash Hoarding.

Anti-Terrorism. As of the Closing Date, # Holdings and its Restricted Subsidiaries are in compliance with the Patriot Act and # none of Holdings and its Restricted Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to the limitations and prohibitions under any other U.S. Department of Treasury’s Office of Foreign Asset Control regulation or executive order (“OFAC”), in each case, except as would not reasonably be expected to have a Material Adverse Effect.

Anti-Bribery/Anti-Corruption. Without limiting the generality anything set forth in this Agreement, Licensee acknowledges that THL and PVH are global companies based in the United States that are subject to the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act of 2010, as amended, and other local fraud and anti-corruption laws in the countries in which THL operates (collectively “Anti-Bribery Laws”). Accordingly, in connection with this Agreement, Licensee agrees that it shall not engage in any conduct that would cause THL to violate any of the Anti-Bribery Laws, including authorizing, offering, promising or giving anything of value (including, without limitation, Licensed Products), directly or indirectly, to any Government Official (defined below) in order to obtain or retain business or otherwise secure an improper advantage. “Government Officials” include # any officer or employee of any government agency or entity, including elected officials, # any candidate, employee or official of a political party, # any legislative, administrative or judicial official, # any employee of a public international organization, # any employee of an entity that the government owns or controls through investment, management, oversight or subsidies, that performs a government function (e.g., banking, health, public safety, or media services, tax administration, utilities), and # any person otherwise categorized as a government official under local law. Examples of Government Officials include customs officials, government inspectors, tax auditors and employees of state-owned companies. Licensee acknowledges it is aware of the penalties and legal consequences involved in participating in corrupt activities. In addition, Licensee acknowledges that THL has a strict policy regarding ethics, and specifically with respect to payments and gifts to its associates. Any offer to, and acceptance by, any of THL’s or its Affiliates’ associates of money, gifts, travel or entertainment or other consideration that is intended to or may be construed as an inducement to act (whether by commission or omission) in any manner is strictly prohibited.