The Paying Agency Agreement is a crucial document in securities and bond issuances under Dutch law, establishing the framework for payment administration between issuers and security holders. This agreement is typically used when an issuer requires a professional financial institution to manage the payment mechanics of a securities issuance, including interest payments, principal repayments, and other distributions. The document needs to comply with Dutch financial regulations, including the Financial Supervision Act (Wft) and relevant EU directives. It contains detailed provisions on payment procedures, compliance requirements, liability frameworks, and operational protocols, making it essential for both domestic and international securities transactions where Dutch law governs the arrangement.

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

2. Background: Context of the agreement, including details of the securities or bonds issue

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Appointment and Duration: Terms of the paying agent's appointment and agreement duration

5. Duties of the Paying Agent: Detailed description of the paying agent's responsibilities and services

6. Payment Mechanics: Procedures for processing and executing payments

7. Issuer's Obligations: Responsibilities and commitments of the issuer

8. Fees and Expenses: Payment terms, fee structure, and expense reimbursement

9. Standard of Care and Liability: Expected service standards and limitation of liability provisions

10. Compliance and Regulatory Requirements: Obligations regarding regulatory compliance, including AML and KYC requirements

11. Representations and Warranties: Standard representations and warranties from all parties

12. Confidentiality and Data Protection: Provisions for handling confidential information and personal data

13. Termination: Grounds and procedures for termination of the agreement

14. Force Majeure: Provisions for handling events beyond parties' control

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

17. General Provisions: Miscellaneous legal provisions including severability, amendments, and assignment