Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the holders of the Notes on their respective optional prepayment dates, if any, set forth in the applicable Pricing Supplement. If no optional prepayment dates are indicated for a Note, then that Note may not be prepaid at the option of the holder prior to its Stated Maturity Date. If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be redeemed at the option of the Company at (i) any time on and after an initial date specified in the applicable Global Note or the applicable Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and that calculation agent will be identified in the applicable Pricing Supplement. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes payable in a currency other than U.S. dollars, the exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the The Notes may be subject to prepayment at the option of the holders Holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the holder Holder prior to its Stated Maturity Datestated maturity date. If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be redeemed at the option of the Company at (i) any time on and after an initial date specified in the applicable Global Note or the applicable Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). If no Optional Redemption Date or Dates are set forth in the applicable Pricing Supplement, that Note may not be redeemed at the option of the Company prior to its stated maturity date. Calculation of Interest and Other DeterminationsInterest: Unless otherwise specified in the applicable Global Note or Master Note and the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Floating-Rate Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue rates of interest and amount of interest payable for those Floating-Rate Notes, and that calculation agent will be identified in the applicable Pricing Supplement. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes payable in a currency other than U.S. dollars, the exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the holders of the Notes on their respective optional prepayment dates, if any, set forth in the applicable Pricing Supplement. If no optional prepayment dates are indicated for a Note, then that Note may not be prepaid at the option of the holder prior to its Stated Maturity Date. If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be redeemed at the option of the Company at (i) any time on and after an initial date specified in the applicable Global Note or the applicable Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations At or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At prior to the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and that calculation agent will be identified in the applicable Pricing Supplement. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes that are registered in the name of DTC (as defined herein) or its nominee and payable in a currency other than U.S. dollars, the exchange rate agent identified in the applicable Global Note and/or the applicable Pricing Supplement or otherwise identified to holders of the Notes will determine the applicable rate of exchange for payment payments in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Note and Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the The Notes may be subject to prepayment at the option of the holders Holders of the Notes in accordance with the terms of the Notes on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing SupplementSupplement and in the applicable Note. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the holder Holder prior to its Stated Maturity Date. If so specified inThe Notes may be subject to redemption by the Company on and after their respective Initial Redemption Dates, if any. Initial Redemption Dates, if any, will be fixed at the time of sale and set forth in accordance with the terms of, the applicable Global Note or the applicable Pricing SupplementSupplement and in the applicable Note. If no Initial Redemption Dates are indicated for a Note, a then that Note may will not be redeemed redeemable at the option of the Company at (i) any time on and after an initial date prior to its Stated Maturity Date. Unless otherwise specified in the applicable Global Note or and/or the applicable Pricing Supplement, (ii) any notes that are redeemable at the Company’s option may be redeemed only on any an Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Initial Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and that calculation agent will be identified in the applicable Pricing Supplement. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes payable in a currency other than U.S. dollars, the exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the holders of the Notes on their respective optional prepayment dates, if any, set forth in the applicable Pricing Supplement. If no optional prepayment dates are indicated for a Note, then that Note may not be prepaid at the option of the holder prior to its Stated Maturity Date. If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be redeemed at the option of the Company at (i) any time on and after an initial date specified in the applicable Global Note or the applicable Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Notes, the The Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue certain issues of Notes, and that . The Company may remove and/or appoint different calculation agents from time to time or may elect to act as the calculation agent will be identified in the applicable Pricing Supplementwith respect to a series of Notes. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes that are registered in the name of DTC or its nominee and payable in a currency other than U.S. dollars, the exchange rate agent identified in the applicable Global Note and/or the applicable Pricing Supplement or otherwise identified to holders of the Notes will determine the applicable rate of exchange for payment payments in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement. Preparation of Pricing Supplement: If any offer to purchase Notes is accepted by the Company or the Company and the applicable Selling Agents agree to the terms of Notes to be purchased by such Selling Agents as principal pursuant to a Written Terms Agreement or other agreement in accordance with the Distribution Agreement, the Company promptly will prepare a pricing supplement reflecting the terms of such Notes and file such pricing supplement with the SEC in accordance with Rule 424 promulgated under the Securities Act. For any Notes represented by a Master Note, the terms of the particular Notes included in the pricing supplement reflecting final terms of such Notes that is prepared by the Company (or its counsel), approved in writing (which written approval may take the form of electronic mail) by the Selling Agent(s) (or their counsel) and filed with the SEC will govern such Notes. Information to be included in the pricing supplement shall include, among other things: • the name of the Company; • the title of the securities, including series designation, if any, and whether the Notes are senior or subordinated; • the date of the pricing supplement and any applicable prospectus supplement and the dates of the Prospectus and Prospectus Supplement to which the pricing supplement relates; • the name(s) of the Selling Agent(s); • whether the Notes are being sold to the Selling Agent(s) as principal(s) or to an investor or other purchaser through the Selling Agent(s) acting as agent(s) for the Company; • for Notes sold to the Selling Agent(s) as principal(s), whether those Notes will be resold by the Selling Agent(s) to investors and other purchasers (i) at a fixed public offering price of a specified percentage of their principal amount, (ii) at varying prices related to prevailing market prices at the time of resale to be determined by the Selling Agent(s) or (iii) at 100% of their principal amount; • for Notes sold to an investor or other purchaser through the Selling Agent(s) acting as agent(s) for the Company, whether such Notes will be sold at (i) 100% of their principal amount or (ii) at another specified percentage of their principal amount; • the Selling Agent’s (or Selling Agents’) commission or underwriting discount; • net proceeds to the Company; • the applicable payment terms of the Notes; • the information with respect to the terms of the Notes set forth herein under “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes,” in Procedure “A”; and • any other provisions of or relating to the Notes material to investors or other purchasers of the Notes not otherwise specified in the Prospectus or any applicable prospectus supplement. One copy of such document will be delivered by electronic mail or overnight express (for delivery at least one business day (which, for Notes denominated in U.S. dollars, shall mean a business day in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇)) prior to the Settlement Date, unless otherwise agreed) to the applicable Selling Agent(s), the applicable Trustee (in its capacity as such and as Issuing and Paying Agent, if applicable) and the applicable Paying Agent (if other than the Trustee) at the following applicable address: if to BofAS, to: BofA Securities, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇-▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: (▇▇▇) ▇▇▇-▇▇▇▇ As shall be provided to counsel for the Company and the applicable Selling Agent(s) from time to time: Name of other Selling Agent(s) Address Attention: Fax: E-mail: if to the Trustee (including in its capacity as Issuing and Paying Agent), to: The Bank of New York Mellon Trust Company, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ For record keeping purposes, one copy of each Pricing Supplement, as so delivered shall also be mailed or sent by electronic transmission as set forth below and to any other Paying Agent as may be appointed for a particular issuance of Notes: ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ and to: Bank of America Corporation Bank of America Corporate Center NC 1-007-06-10 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charlotte, North Carolina 28255-0065 Attention: Corporate Treasury—Strategic Asset Liability Management Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and to: McGuireWoods LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charlotte, North Carolina 28202 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the The Notes may be subject to prepayment at the option of the holders Holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the holder Holder prior to its Stated Maturity Date. If so specified inThe Notes may be subject to redemption by the Company on and after their respective Initial Redemption Dates, if any. Initial Redemption Dates, if any, will be fixed at the time of sale and set forth in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement. If no Initial Redemption Dates are indicated for a Note, a then that Note may will not be redeemed redeemable at the option of the Company at (i) any time on and after an initial date prior to its Stated Maturity Date. Unless otherwise specified in the applicable Global Note or and/or the applicable Pricing Supplement, (ii) any notes that are redeemable at the Company’s option may be redeemed only on any an Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Initial Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and that calculation agent will be identified in the applicable Pricing Supplement. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes payable in a currency other than U.S. dollars, the exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
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