The correspondence form works in the same way, although, unlike the standard provision, the correspondence form and the commitments it contains are maintained even without a contract of sale. When a noteholder enters into a pre-departure swap in the currency exchange procedure to finance a transaction, the correspondence form provides compensation if certain events occur between the date of the letter and the expected completion date. (i) if substantial changes to the terms of payment have been made between the date of the letter and the reference date, or (ii) if the transaction is not concluded on the scheduled date, either because a first-time buyer cannot be ready or cannot be entered into despite all the conditions, or (y) when a first-time buyer fails to meet a condition due to intentional misconduct, bad faith or breach of the terms of the contract. Specifically, after these events occur, the issuer agrees to exempt the bondholders from any net loss (plus associated legal fees) related to the liquidation of a swap. Similarly, bondholders agree to pay the issuer any net profit in the same circumstances (deducted from the resulting out-of-pocket costs). 4 The total amount is generally calculated by subtracting the present value of the remaining swap payments from the amount owed on the corresponding swap amount, which puts the note holder in the same position as if he had acquired a note denominated in USD. 3 In such coverage, the note holder generally pays the swap counterparty the capital and interest rate he expects from the issuer of the non-USD note and receives from the counterparty a dollar equivalent of those amounts, calculated on the basis of market interest at the time of the closing of the hedge. 1 American College of Investment Counsel, Transaction Process Management Committee, Form Make-Whole and Swap Indemnity Language (2019), www.aciclaw.org/system/files/forms_guides/attachments/2019/acic_model_make-whole_and_swap_indemnity_final_april_18_2019.pdf. The model commission serves as a drop-in language for a note-buying contract in a private placement transaction, in which bondholders enter into cross-fund swaps to finance the transaction. Under the model, the issuer must reimburse the issuer for a loss of swap fraction within five business days of notification of that event if a swapped note is paid in advance or due immediately and payable.