The Issuing and Paying Agency Agreement is essential for organizations planning to issue debt securities in the Canadian market. This agreement is typically used when a company or institution needs to appoint a qualified financial institution to act as their agent for issuing securities and managing related payments. The document complies with Canadian federal and provincial securities regulations, incorporating requirements from relevant regulatory bodies such as provincial securities commissions and IIROC. It details the operational procedures, responsibilities, and legal obligations of both the issuer and the agent, covering aspects such as securities issuance, payment processing, record-keeping, and compliance requirements. This agreement is particularly crucial for medium-term note programs, commercial paper issuances, and other debt security arrangements in the Canadian market.
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1. Parties: Identification of the Issuer and the Issuing and Paying Agent
2. Background: Context of the agreement, including the issuer's program for issuing securities and the appointment of the agent
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment of Agent: Formal appointment of the issuing and paying agent and scope of authority
5. Issuance of Securities: Procedures and requirements for issuing securities, including authentication and delivery
6. Payment Obligations: Terms regarding the payment of principal and interest, including mechanisms and timing
7. Agent's Duties: Detailed responsibilities and obligations of the issuing and paying agent
8. Issuer's Duties: Obligations of the issuer, including provision of funds and information
9. Fees and Expenses: Compensation structure for the agent and allocation of expenses
10. Records and Reporting: Requirements for maintaining records and providing reports
11. Representations and Warranties: Standard representations and warranties from both parties
12. Liability and Indemnification: Limitations of liability and indemnification provisions
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Provisions regarding the handling of confidential information
15. Notices: Procedures for giving notices under the agreement
16. Governing Law: Specification of Canadian law as governing law and jurisdiction
17. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Electronic Securities: Specific provisions for when securities are issued in electronic form, including DTC eligibility
2. Foreign Currency Securities: Additional provisions for securities issued in currencies other than Canadian dollars
3. Multiple Series Provisions: Special provisions for programs with multiple series of securities
4. Tax Provisions: Detailed tax-related provisions when specific tax considerations apply
5. Global Securities: Provisions specific to global securities when applicable
6. Credit Enhancement: Provisions relating to guarantees or other credit enhancement features if applicable
7. Quebec Law Provisions: Additional provisions required when the agreement involves Quebec-based parties
1. Schedule A - Form of Securities: Templates and forms for the securities to be issued
2. Schedule B - Authorized Representatives: List of persons authorized to act on behalf of the issuer
3. Schedule C - Operating Procedures: Detailed procedures for issuance, payment, and other operational matters
4. Schedule D - Fee Schedule: Detailed breakdown of fees and charges
5. Schedule E - Form of Issue Notice: Template for notices regarding new security issuances
6. Schedule F - Form of Payment Notice: Template for notices regarding payments
7. Schedule G - Security Registration and Transfer Forms: Forms and procedures for security registration and transfer
8. Appendix 1 - KYC Requirements: Required know-your-client documentation and procedures
9. Appendix 2 - Compliance Procedures: Procedures for ensuring compliance with applicable regulations
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