Common use of Determinations and Notifications Clause in Contracts

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds), make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) Determinations with regard to Covered Bonds (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered Bonds) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise another paying agent is specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds)Terms, make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee Issuer or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds Notes listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause, it shall immediately notify the Issuer, the Trustee and the other Paying Agents of that fact. (f) Determinations with regard to Covered Bonds (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered Bonds) Notes required to be made by a Calculation Agent shall be made in the manner specified in the conditions as completed by the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s)Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1Agreement. Covered Bonds Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date. (g) Notwithstanding any provision of this Agreement, if in an Agent or a Calculation Agent's sole opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation, the relevant Agent or Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the relevant Agent or Calculation Agent in writing as to which alternative course of action to adopt. If the relevant Agent or Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, wilful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the relevant Agent or Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, wilful default or fraud) shall not incur any liability for not doing so.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds), make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause, it shall immediately notify the Issuer, the Guarantors, the Bond Trustee and the other Paying Agents of that fact. If, for any reason, the Principal Paying Agent does not at any time calculate an interest amount as described in Clause 9.1(a), the Bond Trustee shall, in accordance with Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds), use reasonable endeavours to procure that an investment bank or other suitable entity of international repute shall determine the same in the manner set out in Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds) and the Bond Trustee shall as soon as reasonably practicable notify the Issuer and the Stock Exchange of the same and such determination and/or calculation shall be deemed to be made by the Principal Paying Agent. (f) Determinations with regard to Covered Bonds (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered Bonds) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.

Determinations and Notifications. (a) The Issuing and Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds)Terms, make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Issuing and Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee relevant Issuer or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Issuing and Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Issuing and Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds Notes listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Issuing and Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Issuing and Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall immediately notify the relevant Issuer and the other Paying Agents of that fact. (f) Determinations with regard to Covered Bonds Notes (including, without limitation, Credit Index Linked Covered Bonds, Notes and Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered BondsNotes) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or the Lead Manager(s)Manager, as the case may be, or unless the Issuing and Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the relevant Issuer and the relevant Paying Agent prior to the relevant Issue Date.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds), shall make all the such determinations and calculations which (howsoever described) as it is required to make do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, relevant Issuer or the Guarantors, the Bond Trustee Guarantor or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the GuarantorsGuarantor (in respect of Notes issued by Alpha PLC), the Bond Trustee, the Registrar, Alpha Bank Noteholders Agent (in respect of Alpha Bank Notes) the other Paying Agents and (in respect of a Series of Covered Bonds Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange (stock exchange and so long as the Covered Bonds are in global form each of Euroclear and ClearstreamListing Agent of, Luxembourg) of inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their the determination thereof and of any subsequent amendments amendment thereto pursuant to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause, it shall forthwith notify the relevant Issuer, the Guarantor (in respect of Notes issued by Alpha PLC), the Alpha Bank Noteholders Agent (in respect of Alpha Bank Notes) and the other Paying Agents of such fact. (f) Determinations with regard to Covered Bonds Notes (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered BondsNotes) required to shall be made by a the Calculation Agent specified in the applicable Final Terms Document shall be made or Drawdown Prospectus (as the case may be) in the manner so specifiedspecified in the applicable Final Terms or Drawdown Prospectus (as the case may be). Unless otherwise agreed between the Issuer relevant Issuer, the Guarantor (in respect of Notes issued by Alpha PLC) and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior Appendix A to the relevant Issue Datethis Agreement.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds), make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause, it shall immediately notify the Issuer, the Guarantors, the Bond Trustee and the other Paying Agents of that fact. If, for any reason, the Principal Paying Agent does not at any time calculate an interest amount as described in Clause 9.1(a), the Bond Trustee shall, in accordance with Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds), use reasonable endeavours to procure that an investment bank or other suitable entity of international repute shall determine the same in the manner set out in Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds) and the Bond Trustee shall as soon as reasonably practicable notify the Issuer and the Stock Exchange of the same and such determination and/or calculation shall be deemed to be made by the Principal Paying Agent. (f) Determinations with regard to Covered Bonds (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered Bonds) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds), make all the determinations and calculations which it is required to make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantors, the Bond Trustee or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange (and so long as the Covered Bonds are in global form each of Euroclear and Clearstream, Luxembourg) of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their determination and of any subsequent amendments to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Principal Paying Agent does not at any time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this Clause 9, it shall immediately notify the Issuer, the Guarantors, the Bond Trustee and the other Paying Agents of that fact. If, for any reason, the Principal Paying Agent does not at any time calculate an interest amount as described in paragraph (a) above, the Bond Trustee shall, in accordance with Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds), use reasonable endeavours to procure that an investment bank or other suitable entity of international repute shall determine the same in the manner set out in Condition 4.2(f) (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions (in the case of N Covered Bonds) and the Bond Trustee shall as soon as reasonably practicable notify the Issuer and the Stock Exchange of the same and such determination and/or calculation shall be deemed to be made by the Principal Paying Agent. (f) Determinations with regard to Covered Bonds (including, without limitation, Credit Linked Covered Bonds, Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered Bonds) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.

Determinations and Notifications. (a) The Principal Paying Agent shall, unless otherwise specified in the applicable Final Terms Document (in the case of Covered Bonds which are not N Covered Bonds) or the N Covered Bond Conditions or the N Covered Bond Agreement (in the case of N Covered Bonds)Terms, make all the such determinations and calculations which (howsoever described) as it is required to make do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions. (b) The Principal Paying Agent shall not be responsible to the IssuerPTIF, PT, PTC, the Guarantors, the Bond Trustee or to any third party (except in the event of wilful default, negligence, bad faith or fraud) of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantors, the Bond Trustee, the Registrar, the other Paying Agents and Agents, (in respect of a Series of Covered Bonds Notes listed on a Stock Exchange) the relevant Stock Exchange (and, where the Issuer is PTIF, PT and so long as the Covered Bonds are in global form each of Euroclear and ClearstreamPTC of, Luxembourg) of inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after their the determination thereof and of any subsequent amendments amendment thereto pursuant to them under the Terms and Conditions. (d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation. (e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Trustee, the other Paying Agents and, where the Issuer is PTIF, PT and PTC of such fact. (f) Determinations with regard to Covered Bonds Notes (including, without limitation, Credit Index Linked Covered Bonds, Notes and Dual Currency Covered Bonds, Equity Linked Covered Bonds and Index Linked Covered BondsNotes) required to be made by a Calculation Agent specified in the applicable Final Terms Document shall be made in the manner so specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s)Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), those such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Schedule 1. Covered Bonds Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.