Exhibit 10.1

		Credit Agreement

This agreement dated as of December 5, 2014 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 888 SW 5th Ave., Portland, OR 97204, and Nautilus, Inc. (individually, the “Borrower” and if more than one, collectively, the “Borrowers”), whose address is 17750 SE 6th Way, Vancouver, WA 98683.

Letter of Credit Sub-Limit. At any time the Borrower is entitled to an advance under Facility A, the Bank agrees to issue letters of credit (all letters of credit issued for the account of the Borrower which are outstanding on the date of the Line of Credit Note and any letter of credit issued under this Agreement, together with any and all amendments, modifications, renewals, extensions, increases, restatements and rearrangements of and substitutions and replacements for, any of the foregoing, a “Letter of Credit” or “Letters of Credit”) for the account of the Borrower in an amount not in excess of the maximum advance that it would then be entitled to obtain under Facility A, provided that (a) the aggregate maximum amount which is drawn and remains unreimbursed under all Letters of Credit plus the aggregate maximum available amount which may be drawn under all Letters of Credit which are outstanding at any time (the “L/C Obligations”), shall not exceed $2,000,000.00, (b) the issuance of any Letter of Credit with an expiration date beyond the maturity date of the Line of Credit Note shall be subject to the approval of the Bank, (c) any Letter of Credit shall be a standby or commercial letter of credit and the form of the requested Letter of Credit shall be satisfactory to the Bank, and (d) the Borrower shall have executed an application and reimbursement agreement for any Letter of Credit in a form satisfactory to the Bank. While any Letter of Credit is outstanding, the maximum amount of advances that may be outstanding under the Line of Credit Note shall be automatically reduced by the L/C Obligations. The Borrower shall pay the Bank a fee for each Letter of Credit that is issued, calculated at the rate of 1.00% per annum of the original maximum amount available of such Letter of Credit, with the fee being calculated on the basis of a 360-day year and the actual number of days in the period during which the Letter of Credit will be outstanding; provided, however, that such fee shall not be less than the Bank’s standard issuance fee for each Letter of Credit. No credit shall be given for fees paid due to early termination of any Letter of Credit. The Borrower shall also pay the Bank’s standard transaction fees with respect to any transactions occurring on account of any Letter of Credit. Each fee shall be payable when the related letter of credit is issued, and transaction fees shall be payable upon completion of the transaction as to which they are charged. All fees may be debited by the Bank to any deposit account of the Borrower with the Bank without further authority and, in any event, shall be paid by the Borrower within ten (10) days following billing. The Bank is authorized, but not obligated to make an advance under the Line of Credit Note without notice to the Borrower, to make payment on a drawing under any Letter of Credit. References in this Agreement to the principal amount outstanding under the Credit Facilities shall include L/C Obligations. Subject to the limits set forth in this paragraph, and the terms and conditions of this Agreement, so long as no default has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing beyond the applicable cure period set forth therein, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly, Borrower may obtain Letters of Credit to replace Letters of Credit that have expired, or that have been drawn upon and reimbursed.

A. “Account” means a trade account, account receivable, other receivable, or other right to payment for goods sold or leased or services rendered.

B. “Affiliate” means any Person which, directly or indirectly Controls or is Controlled by or under common Control with, another Person, and any director or officer thereof. The Bank is under no circumstances to be deemed an Affiliate of the Borrower or any of its Subsidiaries.

C. “Authorizing Documents” means certificates of authority to transact business, certificates of good standing, borrowing resolutions, appointments, officer’s certificates, certificates of incumbency, and other documents which empower and authorize or evidence the power and authority of all Persons (other than the Bank) executing any Related Document or their representatives to execute and deliver the Related Documents and perform the Person’s obligations thereunder.

D. “Capital Expenditures” means any expenditure or the incurrence of any obligation or liability for any asset which is classified as a capital asset under GAAP.

E. “Collateral” means all Property, now or in the future subject to any Lien in favor of the Bank, securing or intending to secure, any of the Liabilities.

F. “Control” as used with respect to any Person, means the power to direct or cause the direction of, the management and policies of that Person, directly or indirectly, whether through the ownership of Equity Interests, by contract, or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

G. “Credit Facilities” means all extensions of credit from the Bank to the Borrower, whether now existing or hereafter arising, including but not limited to those described in Section 1, if any, and those extended contemporaneously with this Agreement.

H. “Distributions” means all dividends and other distributions made to any Equity Owners, other than salary, bonuses, and other compensation for services expended in the current accounting period.

I. “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

J. “Equity Owner” means a shareholder, partner, member, holder of a beneficial interest in a trust or other owner of any Equity Interests.

K. “Fee Letter” means that certain letter agreement dated the date hereof by and between the Borrower and the Bank, as the same may be amended or otherwise modified from time to time.

L. “GAAP” means generally accepted accounting principles in effect from time to time in the United States of America, consistently applied.

M. “Inventory” means raw materials, work in process, finished goods, merchandise, parts and supplies, of every kind and goods held for sale or lease or furnished under contracts of service and all documents of title, warehouse receipts, bills of lading, and all other documents of every type covering all or any part of the foregoing.

N. “Legal Requirement” means any law, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over the Bank, any Pledgor or any Obligor or any of its Subsidiaries or their respective Properties or any agreement by which any of them is bound.

O. “Liabilities” means all indebtedness, liabilities and obligations of every kind and character of the Borrower to the Bank, whether the obligations, indebtedness and liabilities are individual, joint and several, contingent or otherwise, now or hereafter existing, including, without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing.

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P. “Lien” means any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind.

Q. “Notes” means all promissory notes, instruments and/or contracts now or hereafter evidencing the Credit Facilities.

R. “Obligor” means any Borrower, guarantor, surety, co-signer, endorser, general partner or other Person who may now or in the future be obligated to pay any of the Liabilities.

S. “Organizational Documents” means, with respect to any Person, certificates of existence or formation, documents establishing or governing the Person or evidencing or certifying that the Person is duly organized and validly existing in accordance with all applicable Legal Requirements, including all amendments, restatements, supplements or modifications to such certificates and documents as of the date of the Related Document referring to the Organizational Document and any and all future modifications thereto approved by the Bank.

T. “Permitted Investments” means cash, cash equivalents, obligations, securities and other investments permitted in accordance with Borrower’s Investment Policy adopted by the Borrower’s Board of Directors as in effect as of the date hereof and as provided to and reasonably satisfactory to the Bank.

U. “Permitted Acquisition” means any acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or more than 50% of the voting Equity Interests of, or a business line or a division of, any Person; provided that: (1) the Persons, assets, business lines or divisions acquired shall not be in engaged in any business activities substantially different from those in which the Borrower is presently engaged or such other lines of business as may be consented to by Bank; (2) no default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing or would result from such acquisition; (3) as of the closing of any acquisition, such acquisition shall have been approved by the board of directors or equivalent governing body of the Person to be acquired or from which such assets, business line or division is to be acquired; (4) not less than 15 Business Days prior to the consummation of any acquisition for consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $5,000,000, the Borrower shall have delivered to the Bank a written description of the Person, assets, business line or division to be acquired and its operations; (5) the Borrower shall demonstrate to the reasonable satisfaction of the Bank that, after giving effect to such acquisition, the Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Sections 5.2M and 5.2N of this Agreement; and (6) if such acquisition is structured as a merger, the Borrower (or if such merger is with any Subsidiary, then such Subsidiary) shall be the surviving Person after giving effect to such merger.

V. “Person” means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or any other form of entity.

W. “Pledgor” means any Person providing Collateral.

X. “Property” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

Y. “Rate Management Transaction” means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

Z. “Related Documents” means this Agreement, the Notes, the Fee Letter, Letters of Credit, applications for letters of credit, all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with this Agreement or with any of the Liabilities.

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AA. “Subsidiary” means, as to any particular Person (the “parent”), a Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of the date of determination, as well as any other Person of which fifty percent (50%) or more of the Equity Interests is at the time of determination directly or indirectly owned, Controlled or held, by the parent or by any Person or Persons Controlled by the parent, either alone or together with the parent.

BB. “Subordinated Debt” means debt subordinated to the Liabilities in manner and by written agreement satisfactory to the Bank.

A. Loan Documents. The Notes, and as applicable, the letter of credit applications, reimbursement agreements, the security agreements, the pledge agreements, financing statements, mortgages or deeds of trust, the guaranties, the subordination agreements, and any other documents which the Bank may reasonably require to give effect to the transactions described in this Agreement or the other Related Documents;

B. Organizational and Authorizing Documents. The Organizational Documents and Authorizing Documents of the Borrower and any other Persons (other than the Bank) executing the Related Documents in form and substance satisfactory to the Bank that at a minimum: (i) document the due organization, valid existence and good standing of the Borrower and every other Person (other than the Bank) that is a party to this Agreement or any other Related Document; (ii) evidence that each Person (other than the Bank) which is a party to this Agreement or any other Related Document has the power and authority to enter into the transactions described therein; and (iii) evidence that the Person signing on behalf of each Person that is a party to the Related Documents (other than the Bank) is duly authorized to do so; and

C. Liens. The termination, assignment or subordination, as determined by the Bank, of all Liens (except Permitted Liens as defined in Section 5.2E below) on the Collateral in favor of any secured party (other than the Bank).

A. Representations. The representations of the Borrower and any other parties, other than the Bank, in the Related Documents are true in all material respects on and as of the date of the request for and funding of the extension of credit;

B. No Event of Default. No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing or would result from the extension of credit;

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C. Additional Approvals, Opinions, and Documents. The Bank has received any other approvals, opinions and documents as it may reasonably request; and

D. No Prohibition or Onerous Conditions. The making of the extension of credit is not prohibited by and does not subject the Bank, any Obligor, or any Subsidiary of the Borrower to any penalty or onerous condition under, any Legal Requirement.

A. Within forty-five (45) days after each quarterly period, the consolidated financial statements of the Borrower and its Subsidiaries prepared and presented in accordance with GAAP, including a balance sheet as of the end of that period, and income statement for that period, and, if requested at any time by the Bank, statements of cash flow and retained earnings for that period, all certified as correct by one of its authorized agents.

B. Within ninety (90) days after and as of the end of each of its fiscal years, the consolidated financial statements of the Borrower and its Subsidiaries prepared and presented in accordance with GAAP, including a balance sheet and statements of income, cash flow and retained earnings, such financial statements to be audited by an independent certified public accountant reasonably satisfactory to the Bank.

could not have a material adverse effect on the Borrower’s or any of its Subsidiaries’ financial condition, properties, business, affairs, or operations.

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A. Distributions. Redeem, retire, purchase or otherwise acquire, directly or indirectly, any of its Equity Interests, return any contribution to an Equity Owner or, other than stock dividends and dividends paid to the Borrower, declare or pay any Distributions; provided, however, the Borrower may (1) pay Distributions to its Equity Owners, (2) repurchase or redeem any of its Equity Interests in accordance with a repurchase plan now existing or hereafter adopted by Borrower, and (3) redeem any of its Equity Interests, in each case so long as no default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing or would result therefrom, and the Borrower demonstrates to the reasonable satisfaction of the Bank that, after giving effect to such payment, repurchase or redemption, the Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Sections 5.2M and 5.2N of this Agreement.

B. Sale of Equity Interests. Issue, sell or otherwise dispose of its Equity Interests; provided, however, Borrower may (1) issue additional Equity Interests in the Borrower, and (2) sell Equity Interests in the Borrower owned by the Borrower, in each case so long as no default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing or would result therefrom and the Borrower demonstrates to the reasonable satisfaction of the Bank that, after giving effect to such payment, repurchase or redemption, the Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Sections 5.2M and 5.2N of this Agreement. Notwithstanding the foregoing, the Borrower may at any time issue, sell or otherwise dispose of Equity Interests in the Borrower pursuant to stock option, restricted stock, performance unit or similar compensation awards made under any equity incentive plan adopted by the Company’s Board of Directors, or the Compensation Committee of the Company’s Board of Directors.

C. Debt. Incur, contract for, assume, or permit to remain outstanding, indebtedness for borrowed money, installment obligations, or obligations under capital leases or operating leases, other than (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing to the Bank, (3) indebtedness reflected in its latest financial statement furnished to the Bank prior to execution of this Agreement and that is not to be paid with

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proceeds of borrowings under the Credit Facilities, (4) indebtedness outstanding as of the date hereof that has been disclosed to the Bank in writing and that is not to be paid with proceeds of borrowings under the Credit Facilities, (5) operating lease obligations under which the aggregate of all payments for any new operating leases exceeds $3,000,000 in any one fiscal year, measured annually at the end of each fiscal year, (6) intercompany indebtedness to Borrower’s Subsidiaries, provided that such indebtedness is subordinated to the indebtedness owing to the Bank and the aggregate principal amount of such indebtedness and obligations taken together with the indebtedness and obligations described in subsections (7) and (9) shall not exceed $5,000,000 at any one time outstanding, (7) purchase money indebtedness incurred and liens therefor in connection with the purchase of equipment and/or real estate, provided that the aggregate principal amount of such indebtedness and obligations taken together with the indebtedness and obligations described in subsections (6) and (9) shall not exceed $5,000,000 at any one time outstanding, (8) indebtedness for taxes, assessments or government charges not delinquent or being contested in good faith by appropriate proceedings, (9) other indebtedness and obligations not otherwise permitted in subsections (1) through (8) preceding; provided that the aggregate principal amount of such indebtedness and obligations taken together with the indebtedness and obligations described in subsections (6) and (7) shall not exceed $5,000,000 at any one time outstanding, and (10) renewals, extensions and refinancings of any of the indebtedness described in subsections (1) through (9) of this paragraph, provided that such indebtedness (a) is in an aggregate principal amount not in excess of the then outstanding of the indebtedness being refinanced, and (b) the maturity of such indebtedness is no earlier than the maturity of the indebtedness being refinanced.

D. Guaranties. Guarantee or otherwise become or remain secondarily liable on the undertaking of another, except for endorsement of drafts for deposit and collection in the ordinary course of business.

E. Liens. Create or permit to exist any Lien on any of its Property except: (1) existing Liens known to and approved by the Bank; (2) Liens to the Bank; (3) Liens incurred in the ordinary course of business securing current non-delinquent liabilities for taxes, worker’s compensation, unemployment insurance, social security and pension liabilities; (4) Liens for real or personal property taxes, assessments or other government charges that are delinquent but are being contested in good faith and by appropriate proceedings and diligently conducted; (5) landlords’ and lessors’ Liens in respect of rent not in default, mechanics’, warehouseman’s, laborers’, and materialmen’s and similar Liens, if the obligations secured by such Liens are not then delinquent; (6) easements, rights of way, restrictions, and other similar charges or Liens relating to real property which do not materially detract from the value or use of such real property or interfere in a material way with the ordinary conduct of Borrower’s businesses; (7) purchase money Liens in connection with Indebtedness permitted under Section 5.2C(7), provided, that: (a) any such Lien is created solely for the purpose of securing the indebtedness incurred to finance the cost of the Property subject thereto, (b) the principal amount of the indebtedness secured by such Lien does not exceed such cost, and (c) such Lien does not extend to or cover any other Property other than such item of Property; (8) deposits of cash with the owner or lessor of premises leased and operated by Borrower in the ordinary course of business to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (9) Liens arising from precautionary UCC filings regarding “true” operating leases permitted under this Agreement or the consignment of goods to Borrower; (10) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods, provided that any such Liens are subordinated under law to the Liens in favor of Bank; (11) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on payment items in the course of collection, provided that such deposit account is not intended by Borrower to provide collateral to the depository institution; (12) licenses of intellectual property owned by Borrower and granted to any person in the ordinary course of business and any resections or conditions or transfer, assignment or renewal customarily imposed in a liens to use intellectual property; (13) judgments and other similar Liens arising in connection with court proceedings that do not constitute a default under the terms of this Agreement or the other Related Documents; (14) pledges and deposits of cash or less than $100,000 to secure obligations under appeal bonds or as otherwise required in connection with court proceeds (including without limitation, surety bonds, security for costs of litigation where required by law and letters of credit) or any other instruments serving a similar purpose (the Liens described in subsections (1) through (14), the “Permitted Liens”); and (15) Liens constituting a renewal, extension, or replacement of any Permitted Lien,

F. Use of Proceeds. Use, or permit any proceeds of the Credit Facilities to be used, directly or indirectly, for the purpose of “purchasing or carrying any margin stock” within the meaning of Federal Reserve Board Regulation U. At the Bank’s request, it will furnish a completed Federal Reserve Board Form U-1.

G. Continuity of Operations. (1) Engage in any business activities substantially different from those in which it is presently engaged (other than activities or products that are complementary or ancillary to the present business activities or products of Borrower); (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other Person, change its name, dissolve, or sell a substantial portion of its assets out of the ordinary course of business; or (3) enter into any arrangement with any Person providing for the leasing by it of Property which has been sold or transferred by it to such Person.

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H. Limitation on Negative Pledge Clauses. Enter into any agreement with any Person other than the Bank which prohibits or limits its ability to create or permit to exist any Lien on any of its Property, whether now owned or hereafter acquired.

I. Conflicting Agreements. Enter into any agreement containing any provision which would be violated or breached by the performance of its obligations under this Agreement or any of the other Related Documents.

J. Limitation on Loans, Advances to and Investments in Others and Receivables from Others. Purchase, hold or acquire any Equity Interest or evidence of indebtedness of, make or permit to exist any loans or advances to, permit to exist any receivable from, or make or permit to exist any investment or acquire any interest whatsoever in, any Person, except: (1) extensions of trade credit to customers in the ordinary course of business on ordinary terms; (2) Permitted Investments; (3) loans, advances, investments and receivables existing as of the date of this Agreement that have been disclosed to and approved by the Bank in writing and that are not to be paid with proceeds of borrowings under the Credit Facilities; (4) advances to employees in the ordinary course of business in an amount not to exceed $100,000.00 at any one time outstanding; (5) loans and advances from the Borrower to a Guarantor or from a Guarantor to the Borrower; (6) investments in and acquisition of interests in a Guarantor; (7) loans and advances to Domestic Subsidiaries that are not a Guarantor in an amount not to exceed $10,000,000.00 at any one time outstanding; (8) investments in and acquisition of interests in Domestic Subsidiaries that are not a Guarantor in an amount not to exceed $10,000,000.00 in the aggregate in any Test Period; (9) investments and acquisition of interests in, and loans and advances to, Nautilus Fitness Canada, Inc.; (10) loans and advances to Foreign Subsidiaries (other than Nautilus Fitness Canada, Inc.) in an amount not to exceed $5,000,000.00 at any one time outstanding; (11) investments in and acquisition of interests in Foreign Subsidiaries (other than Nautilus Fitness Canada, Inc.) in an amount not to exceed $5,000,000.00 in the aggregate in any Test Period; and (12) Permitted Acquisitions in an amount not to exceed (a) $20,000,000 in the aggregate in any Test Period or (b) $40,000,000 in the aggregate during the period commencing on the date of this Agreement and ending on December 5, 2017.

K. Organizational Documents. Alter, amend or modify any of its Organizational Documents in a manner that will have a material adverse effect on the perfection of the Bank’s Lien on the Collateral.

L. Capital Expenditures. Make Capital Expenditures (whether by purchase or capital lease of any fixed assets, or otherwise) in excess of $10,000,000.00 in the aggregate in any fiscal year.

M. Fixed Charge Coverage Ratio. Permit its “Fixed Charge Coverage Ratio” (hereinafter defined in this subsection) for any “Test Period” (hereinafter defined in this subsection) to be less than 1.25 to 1.00. As used in this subsection, the term “Fixed Charge Coverage Ratio” means its ratio of (i) net income before taxes, plus interest expense, plus depreciation expense, plus amortization expense, plus rent and operating lease payments made, plus non-cash stock based compensation, minus Capital Expenditures made which were not financed with long term debt, minus income tax expense, minus Distributions made, all computed for the Test Period, to (ii) scheduled principal payments made on long term debt, plus capitalized lease payments made, plus interest expense, plus rent and operating lease payments made, all computed for the Test Period. As used in this subsection, the term “Test Period” means each period of four consecutive fiscal quarters.

N. Asset Coverage Ratio. Permit its “Asset Coverage Ratio” (hereinafter defined in this subsection) for any “Test Period” (hereinafter defined in this subsection) to be greater than 1.00 to 1.00. As used in this subsection, the term “Asset Coverage Ratio” means its ratio of (a) total liabilities excluding (i) accounts arising from the purchase of goods and services in the ordinary course of business, (ii) accrued expenses or losses, and (iii) deferred revenues or gains, to (b) 75% of accounts receivable, plus 50% of the lower of cost (determined using the first-in, first-out method of inventory accounting) or wholesale market value, as determined by the Bank, of all Inventory, plus up to $7,500,000 cash, cash equivalents, or investments in excess of $5,000,000 held at Bank or its affiliates, all computed for the Test Period. As used in this subsection, the term “Test Period” means each fiscal quarter.

O. Government Regulation. (1) Be or become subject at any time to any Legal Requirement or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Bank from making any advance or extension of credit to it or from otherwise conducting business with it, or (2) fail to provide documentary and other evidence of its identity as may be requested by the Bank at any time to enable the Bank to verify its identity or to comply with any applicable Legal Requirement, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

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P. Subsidiaries. Form, create or acquire any Subsidiary, except in connection with a Permitted Acquisition.

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IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the Borrower: When the Borrower opens an account, if it is an individual the Bank will ask for its name, taxpayer identification number, residential address, date of birth, and other information that will allow the Bank to identify it, and, if it is not an individual the Bank will ask for its name, taxpayer identification number, business address, and other information that will allow the Bank to identify it. The Bank may also ask, if the Borrower is an individual, to see its driver’s license or other identifying documents, and if it is not an individual, to see its Organizational Documents or other identifying documents.

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Outside Counsel Prepared

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