The Paying Agency Agreement serves as the foundational document for payment administration services in securities and debt instruments. Used when an issuer needs a third party to handle payment distributions, this agreement defines the operational framework, compliance requirements, and service standards. Under U.S. jurisdiction, it must comply with federal securities laws, banking regulations, and state-specific requirements. The agreement typically includes detailed procedures for payment processing, reporting obligations, anti-money laundering compliance, and security measures.

1. Parties: Identification of the issuer, paying agent, and any other relevant parties

2. Background/Recitals: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including regulatory references to Securities Act, Exchange Act, Bank Secrecy Act, and other applicable regulations

4. Appointment and Duties: Formal appointment of paying agent and outline of core responsibilities

5. Payment Terms and Procedures: Details of payment mechanics, timing, and processing

6. Compensation and Expenses: Fees, expenses, and payment terms for the paying agent's services

7. Standard of Care: Expected level of service and duty of care

8. Term and Termination: Duration of agreement and termination provisions