Common use of Limitation of Interest and Other Charges Clause in Contracts

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable laws shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank of America, NA, By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx (Seal) Xxxxxxxx X. Xxxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retention-CF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NA, N.A. By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President ________________________________________ Xxxxxxx Xxxxxxx, ViCe8Sident Borrower: WAYFAIR LLC Scientific Industries, Inc. By: /s/ Xxxxxxxx Xxxxxx Xxxxxx _____________________ (Seal) Xxxxxxxx X. Xxxxxx Xxxxxx, Chief Financial Executive Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC Scientific Industries, Inc. are to be sent 000 Xxxxxxxxxx Xxx Xxxxxxsent: 00 Xxxxxxx Xxxxx Bohemia, XX 00000 Telephone: (000) 000NY 11716-0000 Email: xxxxx@xxxxxxx.xxx 2547 Address where notices to the Bank are to be sent sent: Doc Retention-CF Retention - GCF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Park Road Farmington, CT 0603206032 Facsimile: (000) 000-0000 Federal law requires Bank of America, N.A. (the "Bank") to provide the following notice. The notice is not part of the foregoing agreement orinstrument and may not be altered. Please read the notice carefully.

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable laws law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Borrower: PARAMOUNT BIOSCIENCES, LLC Bank: Bank of America, NA, N.A. By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxx (Seal) Xxxxxxx X. Xxxxxxxxx, Senior Vice President M.D., Member Borrower: WAYFAIR LLC BALBOA BIOSCIENCES, INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, SVP; SR CLIENT MANAGER By: /s/ Xxxxxxx Xxxxxxxx (Seal) Xxxxxxx Xxxxxxxx, Corporate Treasurer PACIFIC BEACH BIOSCIENCES, INC.. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx(Seal) Xxxxxxx Xxxxxxxx, Chief Financial Officer Corporate Treasurer Borrower: ASPHELIA PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Witness (Seal) Xxxxxxx Xxxxxxxx, Corporate Treasurer VENTRUS BIOSCIENCES, INC. By: /s/ Xxxxxxx Xxxxxxxx (Seal) Xxxxxxx Xxxxxxxx, Corporate Treasurer CORONADO BIOSCIENCES, INC. By: /s/ Xxxxxxx Xxxxxxxx (Seal) Xxxxxxx Xxxxxxxx, Corporate Treasurer MT. XXXX PHARMA, INC. By: /s/ Xxxxxxx Xxxxxxxx (Seal) Xxxxxxx Xxxxxxxx, Corporate Treasurer Address where notices to WAYFAIR LLC Pacific Beach Biosciences, Inc are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephonesent: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retention-CF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032sent:

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower This Agreement is executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank of America, NA, By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx (Seal) Xxxxxxxx X. Xxxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Tel-Instrument Electronics Corp. Address where notices to WAYFAIR LLC Tel-Instrument Electronics Corp, are to be sent 000 Xxxxxxxxxx Xxx Xxxxxxsent: 0 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent sent: Doc Retention-CF Retention -GCF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 0603206032 Federal law requires Bank of America, N.A. (the "Bank") to provide the following notice. The notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully. (1) USA PATRIOT ACT NOTICE Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Borrower's legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons. Ref #: 0000000000: -Tel-Instrument Electronics Corp. AFS Loan Agreement

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under sealbe legally bound. Bank of America, NA, By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. XxxxxxxMxxxxxx XxXxxxx, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx (Seal) Xxxxxxxx Rxxxxx X. XxxxxxXxxxxxxxx, President/Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Executive Officer/Secretary Address where notices to WAYFAIR LLC Saker Aviation Services, Inc. are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephonesent: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retentionsent: 100 Xxxxxx Xxxx Xxx Retention – GCF Axxxx, XX 00000-CF 0000 CT2-515-BB-03 UX 00 Xxxxxxxxx Xxxx Road Farmington, CT 0603206032 Telephone: (000) 000-0000 Fascimile: (000) 000-0000

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. Ref #: 1000000000 : - Mechanical Technology, Incorporated Standard Loan Agreement The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NA, N.A. By: /s/ XX Xxxxxxx Xxxxxxxxxxx Sxxxx X. XxxxxxxCard, Senior Vice President . Borrower: WAYFAIR LLC MECHANICAL TECHNOLOGY, INCORPORATED By: /s/ Xxxxxxxx Xxxxxx (Seal) Xxxxxxxx X. XxxxxxRxxx Xxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC are to be sent 000 Xxxxxxxxxx Xxx XxxxxxMECHANICAL TECHNOLOGY, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent sent: INCORPORATED are to be sent: 300 Xxxxxxxxxx Xxxxxx Ext Doc Retention-CF Retention - GCF Axxxxx, XX 00000 CT2-515-BB-03 00 70 Xxxxxxxxx Xxxx Road Farmington, CT 0603206032 Telephone: 500.000.0000 Facsimile: (000) 000-0000 Federal law requires Bank of America, N.A. (the "Bank") to provide the following notice. The notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully. (1) USA PATRIOT ACT NOTICE Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Borrower's legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons. Ref #: 1000000000 : - Mechanical Technology, Incorporated Standard Loan Agreement

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable laws shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NA, By: /s/ XX Xxxxxxx XXXXXXXXXXX X. XXXXXXX Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx XXXXXXXX X. XXXXXX (Seal) Xxxxxxxx X. Xxxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retention-CF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032Officer

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable laws law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. Ref #: 1001754312 : - Servotronics Inc Standard Loan Agreement The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NA, N.A. By: /s/ XX Xxxxxxx Xxxxxxxxxxx Txxxxx X. XxxxxxxXxxxxx Txxxxx X. Xxxxxx, Senior Vice President Borrower: WAYFAIR LLC Servotronics, Inc. By: /s/ Xxxxxxxx Xxxxxx (Seal) Xxxxxxxx X. XxxxxxCxxx Xxxxxxxxxxx Cxxx Xxxxxxxxxxx, Treasurer and Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC Servotronics, Inc. are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephonesent: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retentionsent: 1000 Xxxxx Xxxxxx Xxx Retention - GCF Exxx, XX 00000-CF 0000 CT2-515-BB-03 00 70 Xxxxxxxxx Xxxx Road Farmington, CT 0603206032 Telephone: 700.000.0000 Facsimile: Facsimile: 700 000-0000

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable laws law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank of America, NA, By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx N.X. Xxxxxx Corporation By By (Seal) Xxxxxxxx X. Xxxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Typed Name Typed Name Title Title Address where notices to WAYFAIR LLC are to be sent 000 Xxxxxxxxxx Xxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent Doc Retentionsent: the Borrower are to be sent: Oxx Xxxx Xxxxxx 00 Xxxxxxxx Xxxxxx Rochester, NY 14638 Bxxxxxx, Xxx Xxxx 00000 Facsimile: (000) 000-CF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 060320000 Telephone: Facsimile:

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NA, By: /s/ XX Xxxxxxx Xxxxxxxxxxx N.A. By:/s/ Sxxxx X. XxxxxxxCard Sxxxx X. Card, Senior Vice President Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx By:/s/ Rxxx Xxxxx (Seal) Xxxxxxxx X. XxxxxxRxxx Xxxxx, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices to WAYFAIR LLC are to be sent 000 Xxxxxxxxxx Xxx XxxxxxMechanical Technology, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to the Bank are to be sent sent: Incorporated are to be sent: 300 Xxxxxxxxxx Xxxxxx Ext Doc Retention-CF Retention - GCF Axxxxx, XX 00000 CT2-515-BB-03 00 70 Xxxxxxxxx Xxxx Road Farmington, CT 0603206032 Ref#: 1001553577 : - MECHANICAL TECHNOLOGY, INCORPORATED AFS Loan Agreement

Limitation of Interest and Other Charges. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by the Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of Interest interest permitted to be charged by the Bank to the Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “"applicable laws law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. The Borrower This Agreement is executed this Agreement as of the date stated at the top of the first page, intending to create an instrument executed under seal. Bank: Bank of America, NAN.A. By: -------------------------------- William Baker, Officer Borrowex: SWK Technologies By: /s/ XX Xxxxxxx Xxxxxxxxxxx X. XxxxxxxJeffrey D. Roth -------------------------------- Jeffrey D. Roth, Senior Chief Executive Officer Xx: /s/ Lynn K. Berman -------------------------------- Lynn K. Berman, President By: /x/ Xxxx Xxxxxx -------------------------------- Gary Berman, Vice President -------------------------------------------------------------------------------- AFFILIATE SHARING NOTICE -------------------------------------------------------------------------------- From time to time the Bank may share information about the Borrower: WAYFAIR LLC By: /s/ Xxxxxxxx Xxxxxx 's experience with Bank of America Corporation (Sealor any successor company) Xxxxxxxx X. Xxxxxxand its subsidiaries and affiliated companies ("Bank of America Affiliates"). The Bank may also share information contained in any applications and information it may obtain about the Borrower from outside sources with the Bank of America Affiliates, Chief Financial Officer /s/ Xxxxx Xxxxxxxx Witness Address where notices provided if the Borrower is an individual the Borrower may instruct the Bank that the Borrower prefers that the Bank not share this information with the Bank of America Affiliates by (1) calling the Bank at 1.888.341.5000; (2) sending an email through Contact Us at www.bankoxxxxxxxx.xxx; or (3) contacting the Borrower's relationship xxxxxxx xx xxxxx xxxking center. To help the Bank complete the Borrower's request, the Borrower should include the Borrower's name, address, phone number, account number(s) and social security number. If the Borrower makes this election, certain products or services may not be made available to WAYFAIR LLC are the Borrower. This request will apply to information from applications, consumer reports and other outside sources only, and may take six to eight weeks to be sent 000 Xxxxxxxxxx Xxx Xxxxxxfully effective. Through the normal course of doing business, XX 00000 Telephone: (000) 000-0000 Email: xxxxx@xxxxxxx.xxx Address where notices to including servicing the Borrower's accounts and better serving the Borrower's financial needs, the Bank are will continue to be sent Doc Retention-CF CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmingtonshare transaction and account experience information, CT 06032as well as other general information among Bank of America Affiliates. BANK OF AMERICA XXXXXXXX: XWK Technologies GUARANTOR: Jeffery Roth CONTINUING AND UNCONDITIONAL GUXXXXXX Xx: Bank of America, N.A.