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The Guaranty Fee Agreement is a crucial document in financial transactions where a guarantee is provided in exchange for a fee. This agreement is commonly used in corporate financing, project finance, and other commercial arrangements where one party (the guarantor) agrees to guarantee the obligations of another party in return for compensation. The document, governed by Irish law, needs to comply with the Irish Statute of Frauds 1695 and relevant financial services regulations. It typically includes detailed provisions on fee calculation, payment terms, representations and warranties, and tax considerations. The Guaranty Fee Agreement is essential for establishing the commercial terms of the guarantee arrangement and ensuring clarity regarding the parties' rights and obligations. It's particularly important in regulated financial services contexts and in complex corporate transactions where guarantees form part of the security package.

1. Parties: Identifies and defines the fee payer (typically the borrower/principal debtor), the guarantor (who provides the guarantee), and any other relevant parties

2. Background: Sets out the context of the underlying guarantee and the agreement to pay fees for providing the guarantee

3. Definitions: Defines key terms used throughout the agreement, including 'Guarantee', 'Guarantee Fee', 'Payment Date', etc.

4. Fee Structure: Details the calculation method and amount of the guarantee fee

5. Payment Terms: Specifies payment dates, method of payment, and consequences of late payment

6. Representations and Warranties: Standard representations regarding capacity, authority, and enforceability

7. Tax Provisions: Addresses withholding tax and other tax-related obligations

8. Term and Termination: Duration of the fee arrangement and circumstances for termination

9. Notices: Communication requirements and contact details

10. Governing Law and Jurisdiction: Confirms Irish law as governing law and jurisdiction for disputes