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The Paying Agency Agreement is a critical document used when a financial institution needs to appoint a paying agent to handle payment processing and related administrative services for securities issuance or other financial programs. This agreement, governed by Austrian law, is particularly important in the context of debt securities, structured products, and other financial instruments where regular payments need to be made to security holders. The document includes detailed provisions on payment procedures, compliance with Austrian banking regulations, anti-money laundering requirements, and operational protocols. It's essential for establishing clear lines of responsibility, risk allocation, and service levels between the principal institution and the paying agent. The agreement must comply with Austrian regulatory requirements, including the Banking Act (BWG) and Payment Services Act (ZaDiG), while also considering broader EU financial regulations.

1. Parties: Identification of the principal (typically the issuer or financial institution) and the paying agent, including full legal names and registration details

2. Background: Context of the agreement, including reference to any relevant securities issuance or financial program

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Authority: Formal appointment of the paying agent and scope of authority

5. Duties of the Paying Agent: Comprehensive list of the paying agent's responsibilities, including payment processing, record keeping, and reporting obligations

6. Principal's Obligations: Obligations of the principal, including providing necessary funds and information

7. Payment Procedures: Detailed procedures for processing payments, including timing, method, and confirmation requirements

8. Fees and Expenses: Structure of fees payable to the paying agent and treatment of expenses

9. Compliance Requirements: Regulatory compliance obligations, including AML/KYC requirements

10. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Provisions regarding confidential information and data protection

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes