Emerging Trends in Clean Energy Finance

October 13, 2015

Ray Wood, Global Head of Power, Bank of America Merrill Lynch

The World at Night

38

56

64

67

82

306

Tanzania

DR Congo

Ethiopia

Bangladesh

Nigeria

India

Top 10 Countries

Electricity Access Deficit

(mm)

1

25

29

31

31

38

0 175 350

Myanmar

Uganda

Kenya

Sudan

Tanzania

Over one billion people do not have sufficient access to electricityOver one billion people do not have sufficient access to electricity

Source: World Bank.

Factors Encouraging Transition to Clean Energy

Security of Energy Supply

Environmental Stewardship

2

Cost Competitiveness

Individual Preference for Clean Power

Utility and Distributed-Scale Applications

Several Challenges Remain

Energy Demand

Technology Government

� Numerous

approaches taken

across the world

� Finding

opportunities when

� Lowering the levelized

cost

� Low demand growth in developed

markets where capital is available,

� High demand growth where capital

is not

3 Source: World Bank.

Technology Innovation

Capital Investment

Government Policy

opportunities when

incentives are

removed

� Recognizing and

overcoming the

challenge of change

to the existing

utility model

� Increased competition in

low commodity price

environment

� Applying disruptive

technologies (batteries,

smart grids, fuel cells)

� Expanding financial tools to meet market

demand for renewable investment

� De-risking emerging market infrastructure

investment

Growth Historically ($Bn)

151

208

247

235

215

254

$300

AMER

EMEA

APAC

Investment has Accelerated

Outlook 2015 – 2035 ($Bn)

$6,900$6,800

$8,000

4

2014 saw a new high of $254bn+ in Global Renewable Power Investment2014 saw a new high of $254bn+ in Global Renewable Power Investment

Source: Bloomberg New Energy Finance (“BNEF”) ‘Global Trends in Clean Energy Investment’ January, 2015.

33

53

69

107

144 151

$0

$150

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

$2,700

$0

$4,000

Renewables &

Nuclear

Generation

Transmission &

Distribution

Thermal

Generation

Declining Renewable LCOE, Excluding Subsidies ($/MWh)

Innovation and Scale Efficiencies have Driven Down

Costs

� Wind:$/MW turbine prices

have stabilized as developers

opt for higher-priced, longer-

rotor diameter turbines,

while the price per MWh

continues to decline on

better turbine performance

2015

2014

2013

2012

$225

$291 300

2009-2015

(29%)

2009-2015

(36%)

2009-2015

(52%)

5

� Solar: Continued declines in

capex assumptions. $1.57/W

all-in capex is now possible in

most of the world, although

tariffs have temporarily

slowed module costs decline

Levelised Cost of Energy (“LCOE”) for Renewables continues to decline driven by technology improvements, competitive

equipment supply dynamics and lower financing costs

Levelised Cost of Energy (“LCOE”) for Renewables continues to decline driven by technology improvements, competitive

equipment supply dynamics and lower financing costs

Source: BNEF ‘H1 2015 Global LCOE OUTLOOK’ March, 2015.

2012

2011

2010

2009

$96

$68

$143 $139

0

150

Onshore Wind PV - Thin Film PV - c-Si tracking

Leading a Steady Increase of Renewable

Generation’s Contribution to the Electricity Mix

19%19% 19%

20%

20% 19% 19% 19%

20%

21% 21%22%

22% 23%

20%

25%

Renewable Generation

(% of Global Electricity Consumption)

20%

25%

Renewable Generation

(% of US Electricity Consumption)

6____________________

Source: National Renewable Energy Laboratory “2013 Renewable Energy Data Book” October 2014 and Enerdata Consulting.

5%

10%

15%

9%

8%

10%10%

10% 10%10%

9%10%

11% 11%

13% 13%13%

5%

10%

15%

Wind and Solar Technology Innovation Should

Continue

Onshore Wind LCOE, 2014-17 ($ / MWh)Residential Solar Average Cost per Watt, 2014-17 ($)

$68$65

$59

$55

$50

$75

0.65

0.60

0.45

0.50

0.47

0.30

0.20

0.20

0.18

0.16

0.12

$2.90

$2.66

$2.15

$1.77

$1.50

$3.00 Other

Sales

Installation

Other BoS

Racking

Inverter

Panel

7

Solar system costs could decline 40% in the next

2-3 years based on forecasts

Solar system costs could decline 40% in the next

2-3 years based on forecasts

Source: BNEF ‘Global Market Outlook: 2030’ June, 2014, Wall Street ResearchNotes: Onshore Wind - 50% Capacity Factor based on linear relationship with 40% Capacity Factor

$0

$25

Current 2015 2016 2017

0.75 0.70 0.65 0.50

0.25 0.23

0.20

0.17

0.25 0.23

0.19

0.16

0.30

0.25

0.20

0.17

0.45

0.45

0.20

$0.00

$1.50

2014 2015 2016 2017

Increasing Capacity Factors driven by improving turbine

and gearbox technology will support a further decline

Increasing Capacity Factors driven by improving turbine

and gearbox technology will support a further decline

5,312

10,569 11,000

Accelerating the Transition to Renewable Power

Generation

Annual New Build Generation (GW)

Renewables

Nuclear

Fossil Fuels

288

273 276

304315

360

400

Global Generation Capacity (GW)

225%

Increase

1,634

5,579

0

5,500

2012 2030

8

Renewable Generation will Capture a Significant Majority of Future Generation AdditionsRenewable Generation will Capture a Significant Majority of Future Generation Additions

Source: BNEF ‘2030 Market Outlook Overview’ June, 2014.

0

200

2013 2014 2015 2020 2025 2030

Disruptive Technologies Support This Evolution:

Smarter Grid Networks

17,213

19,369 19,925

23,736

25,965 26,869

27,609

$30,000

Global Smart Grid Spending, 2012-20e ($mm)

Rest of Asia

Japan

China

EMEA

North and South America

Central Generation

Transmission Networks

Demand Response

Connecting the Policy & Technology Elements of the

Power Chain

Utilities Regulators

9 Source: BNEF Potential Cost Reductions in EV lithium-ion Battery Packs, Sept 2015.

15,707 15,536

17,213

$0

$15,000

2012 2013 2014 2015 2016 2017 2018 2019 2020

Networks

Smart MetersDistributed Generation

Response

Individuals Businesses

Disruptive Technologies Support This Evolution:

Batteries

Cost of Lithium Ion Technology

160

200

240

800

1,000

1,200

$/kw-hour of capacity GWh per year

Global Production Capacity

10

____________________

Source: BNEF Potential Cost Reductions in EV lithium-ion Battery Packs, Sept 2015, 2H2014 Battery Cost Update.Note: The battery pack price line forecast in chart is projected cost based on the learning curve of EV lithium-ion batteries based on Bloomberg New

Energy Finance.(1) Brattle Group, “The Value of Distributed Electricity Storage in Texas” November 2014

0

40

80

120

0

200

400

600

2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030

Annual battery production (GWh) Battery pack price ($/kWh) Observed electric vehicle battery price ($/kWh)

Powerpack

$250/kWh

H2 2014:$540/kWh

Estimated Level to Achieve Cost

Savings for Utility Installation (1)

H1 2015:$400/kWh

Battery Cost Declines are Driven by Significant

Improvements in Component Costs

Observed 2015 Battery Cost by Components$/kw-hour of capacity

$120 $28

$52

$200

$400

$0

$100

$200

$300

$400

$500

11____________________

Source: BNEF Potential Cost Reductions in EV lithium-ion Battery Packs, Sept 2015. $ in 2015$

$0

Cell Pack Costs Fixed Expenses Warranty & Profit

Margin

Total

2020E

$37 $37$11

$139

$226

$0

$100

$200

$300

$400

$500

Cell Pack Costs Fixed Expenses Warranty & Profit

Margin

Total

(30%) (70%) (80%)35% (45%)

(+) Improved Technology

(-) Cost of Compounds

(+) Global production

scale efficiency

(-) Depreciation cost

of capital investment

(+) Lower profit

margin & warranty per

unit

Creating a New Model for Utility Operations

Traditional Utility Model Utilities in the Future

12 Graphic Credit to Hawaiian Electric Industries

Generation by Coal/Oil/Gas/Nuclear/Hydro

Large central units

One Way Grid

Limited demand flexibility

Limited retail price transparency

OldGrowing Renewable Mix w/ Thermal Support

Increasing mix of smaller capacity units

Smart Two-way Grid

Increasing demand response capabilities

Real-time prices

New

Energy infrastructure requires an environment that

enables long-term investment built on stabilityM

icro

Infrastructure Projects

Regulatory

Framework

Regulatory

Framework

13 Source: World Bank.

Ma

cro

FrameworkFramework

Economic StabilityEconomic Stability

Political and Institutional Stability

Political and Institutional Stability

An enabling investment environment is characterised by: peace and stability, the rule of law, good governance with

accountability and transparency, the absence of corruption, adequate infrastructure, an educated workforce, clear property

rights and enforceable contracts.

An enabling investment environment is characterised by: peace and stability, the rule of law, good governance with

accountability and transparency, the absence of corruption, adequate infrastructure, an educated workforce, clear property

rights and enforceable contracts.

UN Estimates that $650bn/year of additional capital

needs to be invested to meet its Energy Goals

2030E Global Power Investment Needs ($ Bn)

11

4

65

95 98

66

23

2

100

150

200

250

US

D B

illi

on

1

2

3

Goals

Universal access to

modern energy

technology (today: 85%)

30% of world’s energy

supply from renewables

(today: 18%)

Doubling rate of annual

14 Source: IRENA REMap 2014; World Bank, IEA GTF 2015

49

17

65

1 2 9

66

50

36

57

0

50

North

America

Europe Developed

Asia &

Oceania

Developing

Asia

Middle

East

Africa Latin

America

Investment 2012 REmap 20302030

3 Doubling rate of annual

energy efficiency gains

(today: 1.3%)

The Equity Market Opportunity Remains Large

Compared to Traditional Energy Companies

$4,650

Global Market Capitalization of Renewable & Efficiency-Driven Public Companies Compared to the Oil & Gas

Industry ($bn)

15 Source: Factset and BNEF as of September 17, 2015.

The Global Market Cap of the Renewable Energy/Energy Efficiency Sector is only 30% Larger than ExxonMobilThe Global Market Cap of the Renewable Energy/Energy Efficiency Sector is only 30% Larger than ExxonMobil

$414$310

Public Renewable

Energy/Efficiency Companies

Exxon Mobil Global Oil & Gas

200

250

300

350

400

Public Equity Valuations Demonstrate Volatile Market

Psychology

Solar Index Returns (10-yr Return)

Financial

Crisis

150

200

250

300

Solar Index Returns (Since Summer 2013)

46.5%

Recent

Decline

0

50

100

150

200

16 Source: NYSE Bloomberg Global Solar Energy Index as of 10/07/15

Viewed as a growth-oriented sector, Renewable Energy Stocks are sensitive to investor sentiment regarding economic growth

outlook, commodity markets, and changes in capital market inflows/outflows

Viewed as a growth-oriented sector, Renewable Energy Stocks are sensitive to investor sentiment regarding economic growth

outlook, commodity markets, and changes in capital market inflows/outflows

0

50

100

150

(26.5%)

46.5%

Incentives to Support Renewables can take Many

Forms

Regulatory Policies & Targets Fiscal Incentives Public Financing

Country Name

Re

ne

wa

ble

En

erg

y

Ta

rge

ts

Fee

d-I

n

Ta

riff

/pre

miu

m

Pa

yme

nt

Ele

ctri

c U

tilit

y q

uo

ta

ob

liga

tio

n/

RP

S

Ne

t M

ete

rin

g

Bio

fue

ls o

blig

ati

on

/

Ma

nd

ate

He

at

Ob

liga

tio

n/

ma

nd

ate

Tra

da

ble

RE

C

Ca

pit

al S

ub

sid

y, g

ran

t,

or

reb

ate

Inve

stm

en

t o

r

pro

du

ctio

n t

ax

cre

dit

s

Re

du

ctio

ns

in s

ale

s,

en

erg

y, C

O2

, V

AT

, o

r

oth

er

taxe

s

En

erg

y p

rod

uct

ion

pa

yme

nt

Pu

blic

inve

stm

en

t,

loa

ns,

or

gra

nts

Pu

blic

co

mp

eti

tive

bid

din

g/t

en

de

rin

g

United States ○ ○ ● ● ○ ● ● ● ● ○

India ● ● ● ● ● ○ ● ● ● ● ● ● ●

France ● ● ● ● ● ● ● ● ●

Germany ● ● ● ● ● ● ● ● ●

indicates state/

provincial level

policy

indicates national

level policy

17 Source: Global Status Report, REN21 2013

Germany ● ● ● ● ● ● ● ● ●

Indonesia ● ● ● ● ● ● ● ● ●

Brazil ● ● ● ○ ● ● ● ●

Mexico ● ● ● ● ● ●

South Africa ● ● ● ● ● ●

Ghana ● ● ● ● ●

Kenya ● ● ● ●

Nigeria ● ● ● ●

Vietnam ● ● ● ●

Turkey ● ● ● ● ●

Colombia ● ● ●

Mozambique ● ● ●

The Experience of the EU Shows the Importance of

this Stability Even in OECD Countries

Major

Minor

None

N/A

Retroactive policy changes across the EU

� The EU has seen a drop in clean energy

investment from a peak of $114bn in 2011 to

$53bn in 2014

18 Source: BNEF

Clean energy investment in selective countries ($bn)

0

10

20

30

40

50

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Czech Republic Greece Italy Romania Spain

Capital Can Come from Many Sources

Institutional & Retail Investors Banks Utilities

Governments

19

Private EquityVenture Capital

Insurance Companies

Other Strategics

Pension Funds

Sovereign Wealth Funds

Multi

National

Develop.

Banks

Other Equity

Finance has Many Roles to Play in Delivering This Capital to Meet Investment Needs

Venture Capital

Private Equity

Public EquityCommodities

M&A

Debt

Debt

20

Project Finance

Bank Loans

Bonds

Green Bonds

Derivatives

Financial Institutions are Critical to the Development of Renewable GenerationFinancial Institutions are Critical to the Development of Renewable Generation

$555

$924

$1,091

$926$1,000

$1,500

Developer / YieldCo

EPC / Installer / Financier

Manufacturer

Renewable Energy Initial Public Offerings ($ mm)

IPO Markets Follow this Volatility

21

$159

$505$555

$123 $143

$485

$0

$500

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1H 2015 2H

Initial

Public

Offerings

Source: BofAML Global Corporate and Investment Banking (“BofAML GCIB”), Factset and BNEF, ‘The YieldCo phenomenon, the U.S. solar pipeline, and the bigger picture’ November 2014.Note: Excludes European Utility spin-outs of renewable segments.

1

1

3

The YieldCo Model Emerges

■ Public YieldCos have created a new

investment class

■ A YieldCo is a dividend growth

oriented vehicle created to hold

and acquire assets with a

predictable revenue stream and

long-term tax shields to fund a

regular and increasing dividend to

public shareholders

■ Following a robust initial reaction

to the model, in the Summer of

2015 these companies have been

Number of YieldCos Increasing

5-10

6

2012 2013 2014 2015E

1

22

2015 these companies have been

impacted by macro conditions that

have investors taking a more risk-

off investment stance including:

■ Relatively limited public float

of their shares

■ Continued deterioration in

commodity markets

■ Concern over emerging

market slow down for those

with non-OECD exposure

■ Share price reaction in a

future rising interest rate

environment

Source: BofAML GCIB.

$4,000

$5,000

YieldCo’s Raised Over $9bn Since 2013, but Market

Volatility has Created a Pause

Equity Issued by Public YieldCos ($mm)

$900

$1,882

$652 $577

$4,135

$1,081

$0

$1,000

$2,000

$3,000

2013 Q3 2013 Q4 2014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 1H 2015 2H

23

____________________

Source: BofAML GCIB.Note: Includes initial public offerings, follow-on equity offerings and equity-linked convertibles.

Green Bonds Allowing a Wide Range of Companies

to Support Renewable Investments

4.0

5.0

6.0

7.0

Coupon (%)

US investment grade corporate

bond trend line

24 Source: BNEF, BofAML GCIB.

0.0

1.0

2.0

3.0

0 2 4 6 8 10 12

$50m

Tenor (yrs)

Scale:

European investment grade

corporate bond trend line

ABS

Project

US Municipal

Corporates

Supranational, Sovereign & Agency

38.836.6

$40

Annual Green Bond Issuance ($ Bn)

The Green Bond Market has Matured into a

Significant Source of Funding

Extra

po

late

d

25 Source: BNEF ‘Green Bonds Market Outlook - Q1 2015’ January 2015.

0.9 0.4 0.5

4.8

3.24.3

15.0

18.3

$0

$20

2007 2008 2009 2010 2011 2012 2013 2014 1H2015

Issuance has Grown to ~$40BN/yrIssuance has Grown to ~$40BN/yr

Securitizing Distributed Solar Lease Payments

■ Securitizing cash flow streams is a tested method of

lowering the cost of capital for projects too small to

attract debt capital market investment on their own

■ Aggregation of energy projects lease payments

improves investability by achieving sufficient scale

■ Supports distributed generation growth through

lowering cost of capital

Renewable Loan SecuritizationsSystem

Securitization

Home Solar

System

Home Solar

System

CustomerCustomer

LoanPayments

Payments PaymentsDeveloper

Date 11/13/2013 4/3/2014 7/25/2014 7/1/2015 8/7/2015 9/25/2015

Amount ($mm) $54.4 $70.2 $201.5 $111.0 $123.5 $100.0

Yield 4.8% 4.6% 4.3% 4.5% 4.4% TBD

Rating BBB+ BBB+ BBB+ A BBB BBB

A

11/13/13

B

4/3/14

C

7/25/14

E

8/7/15

D

7/1/15

F

9/25/15

A FB C D E

____________________

Source: BofAML GCIB, Company Press Releases.(1) PPA Price per kWh with respect to lease agreements are calculated by dividing the sum of the first year's fixed monthly payments

by the estimated first year production.(2) Weighted Average Annual Customer Agreement Price per kWh. Fee Escalator calculation excludes fully prepaid contracts.(3) Aggregate Discounted Solar Asset Balance.

26

Examples

Financially Warehousing Assets for Future Purchase

■ Construction finance is a well-established

mechanism for infrastructure investment

■ Banks & Other Investors provide developers

flexibility by creating warehouse financing facilities

■ Streamlines financing process and allows for more

efficient development

Warehouse

Debt Facilities

Renewable

Project #2

Special

Purpose

Vehicle

Equity InvestorDebt InvestorHoldCo

Renewable

Project #N

Renewable

Project #1

Development Warehouses

Examples3/24/14 1/9/15 5/4/15 6/26/155/6/15 8/17/15

27

Date 3/20/2014 1/9/2015 5/4/2015 5/6/2015 6/26/2015 8/17/2015

Total Size ($mm) $250 $200 $500 $1,516 $525 $1,000

Use of Proceeds

Finance Residential &

Commercial

Installations

Funding for MyPower

Customer Loan

Program

Paydown Term Loan &

Finance New Projects

Acquire First

Wind Projects

After COD

Atlantic Power

Acquisition

U.S. Invenergy

Assets

Equity Partner(s) - - - First ReserveJohn Hancock,

Macquarie

West Street

Infrastructure

Partners(1)

17

A FB C D E

____________________

Source: BofAML GCIB, Company Press Releases.(1) An infrastructure investment fund .

A B C ED F

“Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are both registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities.

Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.

These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company.

ConfidentialNotice to Recipient

materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates.

Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States.

We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2015 Bank of America Corporation.