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The Paying Agency Agreement is a crucial document used in Indonesian financial transactions where an intermediary is needed to handle payment processing and distribution. This agreement is particularly relevant for bond issuances, structured finance transactions, and syndicated lending arrangements where a paying agent acts as an intermediary between the issuer/borrower and the ultimate payment recipients. The document must comply with Indonesian financial regulations, including Bank Indonesia's payment system regulations and OJK requirements. It typically includes detailed provisions on payment mechanisms, compliance procedures, reporting obligations, and risk allocation. The agreement is essential for ensuring smooth payment operations while maintaining regulatory compliance in the Indonesian financial services sector.

1. Parties: Identifies the contracting parties: typically the issuer/borrower, the paying agent, and any other relevant parties such as a security trustee

2. Background: Sets out the context of the agreement, including reference to any underlying securities or loan facilities

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Appointment and Duration: Establishes the appointment of the paying agent, scope of authority, and term of appointment

5. Duties of the Paying Agent: Details the core responsibilities and obligations of the paying agent regarding payment processing and distribution

6. Payment Mechanisms and Procedures: Specifies the procedures for receiving funds from the issuer and distributing them to beneficiaries

7. Fees and Expenses: Sets out the paying agent's compensation and reimbursable expenses

8. Compliance Requirements: Addresses regulatory compliance obligations including AML/KYC requirements under Indonesian law

9. Records and Reporting: Specifies record-keeping obligations and required reports to the issuer/borrower

10. Liability and Indemnification: Defines the paying agent's standard of care and limitations of liability

11. Termination: Sets out circumstances and procedures for terminating the agreement

12. Confidentiality: Establishes obligations regarding confidential information

13. Force Majeure: Addresses circumstances beyond parties' control affecting performance

14. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and establishes jurisdiction for disputes

15. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, and assignment