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The Issuing and Paying Agency Agreement is essential for organizations seeking to issue securities in the German market. This document is typically used when a company or financial institution plans to establish or maintain a debt securities program, requiring an agent to handle both the issuance process and ongoing payment obligations. The agreement must comply with German regulatory requirements, including the German Banking Act (KWG), Securities Trading Act (WpHG), and relevant EU regulations. It outlines detailed procedures for securities issuance, payment processing, regulatory compliance, and operational responsibilities. The document is particularly important for maintaining transparency and legal certainty in securities transactions while ensuring compliance with German and EU financial regulations.

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

2. Background: Context of the agreement, including details of the securities program or issuance

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

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: Details of payment procedures, timing, and mechanisms for interest and principal

7. Agent's Duties: Comprehensive list of the agent's responsibilities and obligations

8. Issuer's Duties: Obligations of the issuer, including provision of funds and information

9. Fees and Expenses: Payment terms for agent's services and reimbursement of expenses

10. Tax Matters: Handling of tax deductions, withholding, and related reporting requirements

11. Records and Reporting: Requirements for maintaining records and providing reports

12. Liability and Indemnification: Scope of agent's liability and issuer's indemnification obligations

13. Term and Termination: Duration of agreement and circumstances for termination

14. Confidentiality: Protection and handling of confidential information

15. Notices: Methods and requirements for formal communications between parties

16. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendments