Common use of Refund of Tax Credits Clause in Contracts

Refund of Tax Credits. If: (a) Terra UK makes a payment under Section 2.16(a) (a “Tax Payment”) in respect of a payment to a Lender or the Administrative Agent under this agreement; and (b) that Lender or the Administrative Agent determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “Tax Credit”) which that Lender or as appropriate the Administrative Agent in its discretion is able to identify as attributable to that Tax Payment, then if it can do so without any adverse consequences for that Lender or if applicable the Administrative Agent, that Lender or if applicable the Administrative Agent shall reimburse Terra UK such amount as that Lender or if applicable the Administrative Agent determines to be such proportion of that Tax Credit as will leave that Lender or if applicable the Administrative Agent (after that reimbursement) in no better or worse position in respect of its overall tax liabilities than it would have been in if no Tax Payment had been required. A Lender or where applicable the Administrative Agent shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent order and manner in which it does so). Neither the Lender nor the Administrative Agent should be obliged to disclose any of its tax affairs or computations to Terra UK or any other Loan Party. [SIGNATURE PAGES FOLLOW]

Refund of Tax Credits. If:: --------------------- (a) Terra UK makes a payment under Section 2.16(a2.9(a) (a “"Tax Payment”") in respect of a payment to a Lender or the Administrative Agent under this agreement; and (b) that Lender or the Administrative Agent determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “"Tax Credit”") which that Lender or as appropriate the Administrative Agent in its discretion is able to identify as attributable to that Tax Payment, then if it can do so without any adverse consequences for that Lender or if applicable the Administrative Agent, that Lender or if applicable the Administrative Agent shall reimburse Terra UK such amount as that Lender or if applicable the Administrative Agent determines to be such proportion of that Tax Credit as will leave that Lender lender or if applicable the Administrative Agent (after that reimbursement) in no better or worse position in respect of its overall tax liabilities than that it would have been in if no Tax Payment had been required. A Lender or where applicable the Administrative Agent shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent order and manner in which it does so). Neither the Lender nor the Administrative Agent should be obliged to disclose any of its tax affairs or computations to Terra UK or any other Loan Party. [SIGNATURE PAGES FOLLOW].

Refund of Tax Credits. If:: --------------------- (a) Terra UK makes a payment under Section 2.16(a) (a “"Tax Payment”") in respect of a payment to a Lender or the Administrative Agent under this agreement; and (b) that Lender or the Administrative Agent determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “"Tax Credit”") which that Lender or as appropriate the Administrative Agent in its discretion is able to identify as attributable to that Tax Payment, then if it can do so without any adverse consequences for that Lender or if applicable the Administrative Agent, that Lender or if applicable the Administrative Agent shall reimburse Terra UK such amount as that Lender or if applicable the Administrative Agent determines to be such proportion of that Tax Credit as will leave that Lender or if applicable the Administrative Agent (after that reimbursement) in no better or worse position in respect of its overall tax liabilities than it would have been in if no Tax Payment had been required. A Lender or where applicable the Administrative Agent shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent order and manner in which it does so). Neither the Lender nor the Administrative Agent should be obliged to disclose any of its tax affairs or computations to Terra UK or any other Loan Party. [SIGNATURE PAGES FOLLOW]Signature Pages Follow] 113

Refund of Tax Credits. If: (a) Terra UK makes a payment under Section 2.16(a) (a “"Tax Payment”") in respect of a payment to a Lender or the Administrative Agent under this agreement; and (b) that Lender or the Administrative Agent determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “"Tax Credit”") which that Lender or as appropriate the Administrative Agent in its discretion is able to identify as attributable to that Tax Payment, then if it can do so without any adverse consequences for that Lender or if applicable the Administrative Agent, that Lender or if applicable the Administrative Agent shall reimburse Terra UK such amount as that Lender or if applicable the Administrative Agent determines to be such proportion of that Tax Credit as will leave that Lender lender or if applicable the Administrative Agent (after that reimbursement) in no better or worse position in respect of its overall tax liabilities than that it would have been in if no Tax Payment had been required. A Lender or where applicable the Administrative Agent shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent order and manner in which it does so). Neither the Lender nor the Administrative Agent should be obliged to disclose any of its tax affairs or computations to Terra UK or any other Loan Party. [SIGNATURE PAGES FOLLOW].