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1. Parties: Identifies and defines the principal parties: the Issuer, the Paying Agent, and any other relevant parties
2. Background: Sets out the context of the agreement, including reference to any underlying securities or payment obligations
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Appointment and Duration: Formal appointment of the paying agent and term of the agreement
5. Duties of the Paying Agent: Detailed description of the paying agent's responsibilities and obligations
6. Payment Procedures: Specific procedures for processing and making payments
7. Compliance Requirements: Regulatory compliance obligations including AML/CTF requirements
8. Fees and Expenses: Payment terms for the paying agent's services and reimbursement of expenses
9. Standard of Care and Liability: Establishes the required standard of care and limitations of liability
10. Indemnification: Mutual indemnification provisions between parties
11. Representations and Warranties: Key representations and warranties by all parties
12. Termination: Circumstances and procedures for termination of the agreement
13. Confidentiality: Obligations regarding confidential information
14. Notices: Procedures for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Multiple Currency Provisions: Required when payments are to be made in multiple currencies, including exchange rate mechanisms
2. Tax Provisions: Detailed tax provisions required when specific tax considerations apply to the payments
3. Force Majeure: Specific force majeure provisions beyond standard provisions, particularly relevant for international payments
4. Electronic Payment Systems: Specific provisions regarding electronic payment systems when relevant
5. Successor Agent Provisions: Detailed provisions for appointment of successor agents when required
6. Additional Paying Agents: Required when multiple paying agents are involved in different jurisdictions
7. Security and Custody: Required when the paying agent also holds securities or other assets
1. Schedule 1 - Fee Schedule: Detailed breakdown of fees and charges
2. Schedule 2 - Payment Procedures: Detailed operational procedures for processing payments
3. Schedule 3 - Form of Notices: Standard forms for various notices under the agreement
4. Schedule 4 - Authorized Signatories: List of authorized signatories and specimen signatures
5. Schedule 5 - KYC Requirements: Details of required know-your-customer documentation
6. Schedule 6 - Contact Details: Contact information for key personnel and departments
7. Appendix A - Form of Payment Instructions: Standard format for payment instructions
8. Appendix B - Compliance Procedures: Detailed compliance procedures and checklists
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