Common use of Deductions and grossing-up Clause in Contracts

Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to the Agent, the Lenders or the Lower Saxony Guarantee Agent hereunder or under the commitment letter referred to in Clause 14.2 or any other fee letter shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent, the Lenders or the Lower Saxony Guarantee Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.