Common use of Preparation of Pricing Supplement Clause in Contracts

Preparation of Pricing Supplement. If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.

Preparation of Pricing Supplement. If any offer order to purchase a Book-Entry Note is accepted by or on behalf of the CompanyIssuer, the Company Issuer, with the approval of the Presenting Agent (defined below) will provide prepare a supplement (a "Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit DSupplement") reflecting the terms of such Book-Entry Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy at least ten copies thereof (or and additional copies if requested) to the Purchasing Agents which presented the order (the "Presenting Agent") at the address set forth on Schedule I to the Placement Agency Agreement, and one copy thereof to the Trustee, to be delivered by overnight courier or telecopy to arrive no later than 11:00 a.m. a.m., New York City time time, on the Business Day immediately following the Trade Day, and one copy to the Trusteedate of acceptance. The Purchasing Presenting Agent will cause a Prospectus an Offering Memorandum and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their useBook-Entry Note. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) ), will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent: Subject to “Suspension of Solicitation; Amendment Solicitation The Issuer may instruct each Agent to suspend at any time, for any period of time or Supplement” belowpermanently, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described with respect to each Note sold by it. For each offer solicitation of orders to purchase a Note solicited by an Book-Entry Notes. Upon receipt of such instructions, each Agent will forthwith suspend solicitation until such time as the Issuer has advised them that such solicitation may be resumed. In the event that at the time the Issuer suspends solicitation of purchases there shall be any orders outstanding for settlement, the Issuer will promptly advise each Agent and accepted by or on behalf the Trustee whether such orders may be settled and whether copies of the CompanyOffering Memorandum as in effect at the time of the suspension, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer appropriate Pricing Supplement, may be delivered in connection with the settlement of such Note, delivery orders. The Issuer will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Issuer determines that such orders may not be settled or that copies of the confirmation of sale such Offering Memorandum or delivery of the NotePricing Supplement may not be so delivered.

Preparation of Pricing Supplement. If any offer to purchase a Note is accepted by the Company or on behalf 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 Pricing Agreement in accordance with the CompanyDistribution Agreement, the Company promptly will provide prepare a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed file such Pricing Supplement with the Commission SEC in accordance with Rule 424 promulgated under the Securities Act. For any Note represented by a Master Note, the terms of the particular Note included in the final Pricing Supplement that is prepared by the Company (or its counsel) and approved in writing (which may take the form of electronic mail) by the Selling Agent(s) (or their counsel) will govern such Note. 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 Note is 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 paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each payment terms of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant ; the information with respect to the terms of the Selling Agent Agreement Notes set forth herein under “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes,” in Settlement Procedure “A”; and any other provisions of or relating to the Master Selected Dealer AgreementNotes material to investors or other purchasers of the Notes not otherwise specified in the Prospectus, cause to be delivered a copy of any applicable prospectus supplement or the applicable Pricing Supplement Supplement. One copy of such document will be sent by electronic mail, facsimile or overnight express (for delivery as soon as practicable following the trade, but in no event later than 12:00 noon on the Business Day following the applicable trade date) to each purchaser of Notes from such Agent or the applicable Selling Group member. In each instance that a Pricing Supplement is preparedAgent(s), the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements applicable Trustee and the Prospectuses applicable Paying Agent at the following applicable address: For delivery of prospectuses, pricing supplements, etc.: if to which they are attached (other than those retained MLPF&S, to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As shall be provided to counsel for filesthe Company and the applicable Selling Agent(s) will be destroyed. Delivery of Confirmation and Prospectus from time to Purchaser by Purchasing Agenttime: Subject Attention: Telephone: Fax: E-mail: if to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to: Bank of America Corporate Center NC1-007-06-10 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28255-0065 Attention: Corporate Treasury—Global Funding Transaction Management Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxxxxxxxxxxx.xxx if to the purchaserIssuing and Paying Agent, setting forth to: The Bank of New York Mellon Trust Company, N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx if to the terms Senior Trustee, to: The Bank of such Note and other applicable details described above and delivery and payment instructions. In additionNew York Mellon Trust Company, N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx if to the Purchasing Agent will deliver to such purchaser the Prospectus Subordinated Trustee, to: The Bank of New York Mellon Trust Company, N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (including the 000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx For record keeping purposes, one copy of each Pricing Supplement, as so delivered shall also be mailed or sent by facsimile or other electronic transmission as set forth below and to any other Paying Agent as may be appointed for a particular Note: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxx X. Xxxxxxxxx, Esq. Telephone: (000) in relation to such Note prior to or together with the earlier 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxx@xxxx.xxx and to: Bank of any written offer America Corporation Bank of such NoteAmerica Corporate Center NC1-007-06-10 000 Xxxxx Xxxxx Xxxxxx Charlotte, delivery of the confirmation of sale or delivery of the Note.North Carolina 28255-0065 Attention: Corporate Treasury—Global Funding Transaction Management Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxxxxxxxxxxx.xxx and to: McGuireWoods LLP 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28202 Attention: Xxxxxxx X. Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxxxxx.xxx

Preparation of Pricing Supplement. If any offer order to purchase a Book-Entry Note is accepted by or on behalf of the CompanyIssuer, the Company Issuer will provide prepare a Pricing Supplement terms supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit Da "Terms Supplement") reflecting the terms of such Note and Note. The Issuer (i) will have filed arrange to file an electronic format document, in the manner prescribed by the XXXXX Xxxxx Manual, of such Pricing Terms Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act Act, (ii) will, as soon as possible and will supply a copy thereof (or additional in any event not later than the date on which such Terms Supplement is filed with the Commission, deliver the number of copies if requested) of such Terms Supplement to the Purchasing AgentAgent as the Agent shall request and (iii) will, by no later than 11:00 a.m. New York City time on the Business Day immediately following Agent's behalf, promptly file an electronic format document of such Terms Supplement with the Trade DayNational Association of Securities Dealers, and one copy to Inc. (the Trustee"NASD"). The Purchasing Agent will cause a Prospectus and Pricing such Terms Supplement to be delivered to each the purchaser of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group memberNote. In each instance that a Pricing Terms Supplement is prepared, the Agents Agent will affix the Pricing Terms Supplement to Prospectuses and Pricing Supplements prior to their use. Outdated Pricing Supplements Terms Supplements, and the Prospectuses and Pricing Supplements to which they are attached (other than those retained for files) ), will be destroyed. Delivery Settlement: The receipt by the Issuer of Confirmation immediately available funds in payment for a Book-Entry Note and Prospectus to Purchaser by Purchasing Agent: Subject to “Suspension the authentication and issuance of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described Global Note representing such Note shall constitute "settlement" with respect to such Note. All orders accepted by the Issuer will be settled on the third Business Day pursuant to the timetable for settlement set forth below unless the Issuer and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Note sold by it. For each offer the Issuer to purchase or through the Agent (unless otherwise specified pursuant to an applicable Terms Agreement), shall be as follows: A. In the case of a Book-Entry Note, the Agent will advise the Issuer by telephone that such Note solicited by an Agent is a Book-Entry Note and accepted by or on behalf of the Companyfollowing settlement information: 1. Principal amount. 2. Maturity Date. 3. In the case of a Fixed Rate Book-Entry Note, the Purchasing Agent will issue a confirmation to the purchaserInterest Rate, setting forth the terms of whether such Note will pay interest annually or semiannually and other applicable details described above and delivery and payment instructions. In additionwhether such Note is an Amortizing Note, and, if so, the Purchasing Agent will deliver to such purchaser amortization schedule, or, in the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier case of any written offer of such a Floating Rate Book-Entry Note, delivery of the confirmation of sale Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or delivery of Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the NoteAlternate Rate Event Spread (if any). 4. Redemption or repayment provisions, if any. 5.

Preparation of Pricing Supplement. If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide prepare a free writing prospectus and/or Term Sheet, if applicable, and a pricing supplement (a “Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit DSupplement”) reflecting the terms of such Note and Note. The Company (i) will have filed such Pricing Supplement arrange to file with the Commission an electronic format document, in the manner prescribed by the EXXXX Xxxxx Manual, of such Term Sheet and Pricing Supplement in accordance with with, in the case of any free writing prospectus and/or Term Sheet, Rule 433 under the Securities Act and, in the case of the Pricing Supplement, the applicable paragraph of Rule 424(b) under the Securities Act and will supply a copy thereof (or additional ii) will, with respect to each of the free writing prospectus and/or Term Sheet, if applicable, and the Pricing Supplement, as soon as possible and in any event not later than the date on which the applicable document is filed with the Commission, deliver the number of copies if requested) of such Pricing Supplement to the Purchasing Agent, by no later than 11:00 a.m. New York City time on Agent as the Business Day immediately following the Trade Day, and one copy to the TrusteeAgent shall request. The Purchasing Agent will cause a Prospectus the free writing prospectus and/or Term Sheet, if applicable, and the Pricing Supplement to be delivered or otherwise made available, to each the purchaser of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group memberNote. In each instance that a Pricing Supplement is prepared, the Agents Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated free writing prospectuses, Term Sheets, Pricing Supplements Supplements, and the Prospectuses to which they are attached (other than those retained for files) ), will be destroyed. Delivery Settlement: The receipt by the Company of Confirmation and Prospectus immediately available funds in exchange for the delivery of an authenticated Registered Note to Purchaser the Agent, and, in the case of Registered Notes issued under the NSS, the effectuation of such Registered Notes by Purchasing Agent: Subject to the CSK in the manner described in “Suspension of SolicitationSettlement Procedures; Amendment or SupplementRegistered Notes” below, the Agents will deliver a Prospectus (including the Pricing Supplement) as herein described shall constitute “settlement” with respect to such Note. All offers accepted by the Company will be settled on the fifth Business Day next succeeding the date of acceptance pursuant to the timetable for settlement set forth below, unless the Company and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day. Settlement Procedures; Registered Notes: Settlement Procedures with regard to each Registered Note sold by it. For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior Company to or together with through the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.Agent (unless otherwise specified pursuant to a Notes Terms Agreement) shall be as follows:

Preparation of Pricing Supplement. If any offer to purchase a Note is accepted by or on behalf of the Company, the Company Company, with the approval of the Presenting Agent, will provide prepare a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting setting forth the terms of such Note and will have filed the plan of distribution thereof and file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) 424 under the United States Securities Act and will supply a copy thereof of 1933, as amended (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the TrusteeSecurities Act). The Purchasing Agent Company will cause a Prospectus and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered promptly deliver a copy of the applicable Pricing Supplement to (i) the Paying Agent, (ii) the Presenting Agent and (iii) the Trustee at the address set forth on the first page of this agreement. Subject to receipt of sufficient copies thereof from the Company, the Presenting Agent will cause a Prospectus, the Prospectus Supplement and the applicable Pricing Supplement to be delivered to each purchaser of Notes from a Note in accordance with the requirements of the Securities Act and, if required, will file such Agent or Selling Group memberdocuments with the NASD. In each instance that a Pricing Supplement is prepared, the Agents will affix the each Pricing Supplement to Prospectuses a Prospectus, as supplemented by a Prospectus Supplement, prior to their its use. Outdated Pricing Supplements Supplements, and the Prospectuses and Prospectus Supplements to which they are attached (other than those retained for files) ), will be destroyeddestroyed by the Agents. Delivery of Confirmation Prospectus: A copy of the most recent Prospectus, Prospectus Supplement and applicable Pricing Supplement must accompany or precede the earliest of (a) any written offer, (b) the written confirmation of a sale sent to a purchaser or his agent, (c) the delivery of any Note to a purchaser or his agent and (d) payment by the purchaser. If notice of a change in the terms of the Notes is received by the Agent between the time an order for a Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus to Purchaser by Purchasing Agent: Subject to “Suspension of Solicitation; Amendment or Supplement” below, and Pricing Supplement setting forth the Agents terms in effect when the order was placed. The Agent will deliver a Prospectus (including the Pricing Supplement) Supplement as herein described with respect to each Note sold by it. For each offer The Company will make such delivery if such Book-Entry Note sold directly by the Company to purchase a Note solicited by an Agent and accepted by or on behalf of purchaser (other than the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the NoteAgent).

Preparation of Pricing Supplement. If any offer to purchase a Note is accepted by the Company or on behalf 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 Terms Agreement or other agreement in accordance with the CompanyDistribution Agreement, the Company promptly will provide prepare a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed file such Pricing Supplement with the Commission SEC in accordance with Rule 424 promulgated under the Securities Act. For any Note represented by a Master Note, the terms of the particular Note included in the final Pricing Supplement that is prepared by the Company (or its counsel) and approved in writing (which may take the form of electronic mail) by the Selling Agents (or their counsel) will govern such Note. Information to be included in the Pricing Supplement shall include, among other things: the name of the Company and the Guarantor; the title of the securities, including series designation, if any; the date of the Pricing Supplement and any applicable Product 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 paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each payment terms of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant ; the information with respect to the terms of the Selling Agent Agreement Notes set forth herein (whether Book-Entry Notes or Certificated Notes) under “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for the Notes,” in Settlement Procedure “A”; and any other provisions of or relating to the Master Selected Dealer AgreementNotes material to investors or other purchasers of the Notes not otherwise specified in the Prospectus, cause to be delivered a copy of any applicable Product Supplement or the applicable Pricing Supplement Supplement. One copy of such document will be sent by electronic mail, facsimile or overnight express (for delivery as soon as practicable following the trade, but in no event later than 12:00 noon on the Business Day following the applicable trade date) to each purchaser of Notes from such Agent or the applicable Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements Agent(s) and the Prospectuses Trustee (in its capacity as such and as Issuing and Paying Agent) at the following applicable address: For delivery of prospectuses, pricing supplements, etc.: if to which they are attached MLPF&S, to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As shall be provided to counsel for the Company and the applicable Selling Agent(s) from time to time. Attention: Telephone: Fax: E-mail: if to the Company or the Guarantor, to: Bank of America Corporate Center NC1-007-06-10 000 Xxxxx Xxxxx Xxxxxx Charlotte, NC 28255-0065 Attention: Corporate Treasury—Global Funding Transaction Management Telephone: (other than those retained for files000) will be destroyed. Delivery 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxxxxxxxxxxx.xxx if to the Issuing and Paying Agent, to: The Bank of Confirmation and Prospectus New York Mellon Trust Company, N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx if to Purchaser by Purchasing Agentthe Trustee, to: Subject to “Suspension The Bank of Solicitation; Amendment or Supplement” belowNew York Mellon Trust Company, the Agents will deliver a Prospectus N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (including the 000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx For record keeping purposes, one copy of each Pricing Supplement) , as herein described with respect to each Note sold so delivered shall also be mailed or sent by it. For each offer to purchase a Note solicited by an Agent and accepted by facsimile or on behalf of the Company, the Purchasing Agent will issue a confirmation other electronic transmission to the purchaser, setting forth the terms of such Note addresses below and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus other Paying Agent as may be appointed for a particular Note: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxxxxx, Esq. Telephone: (including the Pricing Supplement000) in relation to such Note prior to or together with the earlier 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxx@xxxx.xxx and to: Bank of any written offer America Corporation Bank of such NoteAmerica Corporate Center NC1-007-06-10 000 Xxxxx Xxxxx Xxxxxx Charlotte, delivery of the confirmation of sale or delivery of the Note.North Carolina 28255-0065 Attention: Corporate Treasury—Global Funding Transaction Management Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxxxxxxxxxxx.xxx and to: McGuireWoods LLP 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28202 Attention: Xxxxxxx X. Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxxxxx.xxx

Preparation of Pricing Supplement. If any offer order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will provide prepare a pricing supplement (a "Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit DSupplement") reflecting the terms of such Note and Book-Entry Note, will have filed such Pricing Supplement file one copy thereof by electronic submission with the Commission in accordance with the applicable applica- ble paragraph of Rule 424(b) under the Act and Act, will supply a copy deliver such number of copies thereof (or additional copies if requested) to the Purchasing AgentAgent as the Agent shall request and will, by no later than 11:00 a.m. New York City time on the Business Day immediately following Agent's behalf, file three copies of such Pricing Supplement with the Trade DayNational Association of Securities Dealers, and one copy to Inc. (the Trustee"NASD"). The Purchasing Agent will cause a Prospectus and such Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group memberBook-Entry Note. In each instance that a Pricing Supplement Copies of the appropriate number of Pricing is prepared, the Agents Agent will affix the Supplements shall be delivered to the Agent at the Pricing Supplement to Prospectuses prior to following address by 11:00 A.M., New York City time, their use. Outdated Pricing Supplements on the Business Day following the acceptance of an and the Prospectuses to which they are offer by or on behalf of the Company: to Salomon attached (other than those retained for files) Xxxxx Xxxxxx Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, xxxxx), will be destroyed. Delivery of Confirmation and Prospectus New York 10048 (with a copy transmitted by telecopy to Purchaser by Purchasing Agent(000) 000-0000, Attention: Medium Term Note Department). SUSPENSION OF Subject to “Suspension of Solicitationthe Company's representations, warranties SOLICITATION; Amendment or Supplement” belowand covenants contained in the Distribution AMENDMENT OR Agreement, the Company may instruct the Agent to SUPPLEMENT: suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrange- ments that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF A copy of the Prospectus and a Pricing Supplement PROSPECTUS: relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. The Agent will deliver a Prospectus (including the and Pricing Supplement) Supplement as herein described with respect to each Book-Entry Note sold by it. For each offer The Company will make such delivery if such Book-Entry Note is sold directly by the Company to purchase a Note solicited by an Agent and accepted by or on behalf of purchaser (other than the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the NoteAgent).

Preparation of Pricing Supplement. If any offer order to purchase a Note sold through an Agent is accepted by or on behalf of the Company, the Company will provide prepare or cause to be prepared a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will arrange to have filed such Pricing Supplement filed with the Securities and Exchange Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act of 1933 (the “1933 Act”) and will supply a at least one copy thereof (or and additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, such Agent and one copy to the Trustee. The Purchasing Such Agent will cause a Prospectus and such Pricing Supplement to be delivered to each the purchaser of such Note at the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant time the Note is delivered to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group memberpurchaser. In each instance that a Pricing Supplement is prepared, the Agents such Agent will affix the Pricing Supplement to Prospectuses the Prospectus prior to their usethe use of the Prospectus in connection with the sale of such Note. Outdated Pricing Supplements Supplements, and the Prospectuses prospectuses to which they are attached (other than those retained for files) ), will be destroyed. Delivery Procedures upon Company’s Exercise of Confirmation and Prospectus Optional Redemption (if applicable): Company Notice to Purchaser by Purchasing Agent: Subject Trustee regarding Exercise of Optional Redemption. At least 45 days (unless a shorter notice period shall be acceptable to “Suspension of Solicitation; Amendment or Supplement” belowthe Trustee) prior to the date on which it intends to redeem a Book-Entry Note for which optional redemption has been provided, the Agents Company will deliver a Prospectus (including notify the Pricing Supplement) as herein described Trustee that it is exercising such option with respect to each such Book-Entry Note sold on such date. Trustee Notice to DTC regarding Company’s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee will, at least 30 days before the redemption date for such Book-Entry Note, deliver to DTC a notice identifying such Book-Entry Note by it. For each offer to purchase a Note solicited by an Agent CUSIP number and accepted by or on behalf informing DTC of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms ’s exercise of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver option with respect to such purchaser the Prospectus (including the Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Book-Entry Note.

Preparation of Pricing Supplement. If any offer to purchase a Note Notes is accepted by the Company or on behalf 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 Terms Agreement in accordance with the CompanyDistribution Agreement, the Company promptly will provide prepare a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note Notes and will have filed file such Pricing Supplement with the Commission 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 final Pricing Supplement that is prepared by the Company (or its counsel) and approved in writing (which written approval may take the form of electronic mail) by the Selling Agent(s) (or their counsel) 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 paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each payment terms of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant ; • the information with respect to the terms of the Selling Agent Agreement Notes set forth herein under “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes,” in Settlement Procedure “A”; and • any other provisions of or relating to the Master Selected Dealer AgreementNotes material to investors or other purchasers of the Notes not otherwise specified in the Prospectus, cause to be delivered a copy of any applicable prospectus supplement or the applicable Pricing Supplement Supplement. One copy of such document will be sent by electronic mail or overnight express (for delivery as soon as practicable following the trade, but in no event later than 12:00 noon on the business day following the applicable trade date) to each purchaser of Notes from such Agent or the applicable Selling Group member. In each instance that a Pricing Supplement is preparedAgent(s), the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements applicable Trustee and the Prospectuses to which they are attached applicable Paying Agent (if other than those retained the Trustee) at the following applicable address: if to MLPF&S, to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fax: E-mail: As shall be provided to counsel for filesthe Company and the applicable Selling Agent(s) will be destroyed. Delivery from time to time: [Name of Confirmation and Prospectus other Selling Agent(s)] [Address] Attention: Fax: E-mail: if to Purchaser by Purchasing Agent: Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus Trustee (including the in its capacity as Issuing and Paying Agent), to: The Bank of New York Mellon Trust Company, N.A. Towermarc Plaza, 2nd Floor 00000 Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxx Fax: (000) 000-0000 E-mail: xxxx.xxxxxxxx@xxxxxxxxx.xxx 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: Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx Fax: (000) as herein described with respect to each Note sold by it. For each offer to purchase a Note solicited by an Agent 000-0000 E-mail: xxxx.xxxxxxx@xxxxxxxxx.xxx and accepted by or on behalf to: Bank of the CompanyAmerica Corporation Bank of America Corporate Center NC1-007-06-11 000 Xxxxx Xxxxx Xxxxxx Charlotte, the Purchasing Agent will issue a confirmation to the purchaserNorth Carolina 28255-0065 Attention: Corporate Treasury—Strategic Asset and Liability Management Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxxxxxxxxxxx.xxx and to: McGuireWoods LLP 000 Xxxxx Xxxxx Xxxxxx Charlotte, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus North Carolina 28202 Attention: Xxxxxxx X. Xxxxx Telephone: (including the Pricing Supplement000) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxxxxx.xxx