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Paying Agency Agreement
"I need a Paying Agency Agreement for a Hong Kong corporate bond issuance program launching in March 2025, where ABC Bank will act as the sole paying agent for a USD-denominated bond series."
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
Authors
Banking and Financial Services
Capital Markets
Investment Banking
Corporate Finance
Asset Management
Securities Services
Trust Services
Financial Technology
Legal
Finance
Treasury
Compliance
Operations
Risk Management
Corporate Secretarial
Transaction Management
Client Services
Securities Operations
Chief Financial Officer
Treasury Manager
Finance Director
Compliance Officer
Legal Counsel
Company Secretary
Relationship Manager
Operations Manager
Trust Officer
Securities Services Manager
Transaction Manager
Risk Manager
Financial Controller
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