Common use of Conditions to the Obligations of the Backstop Parties Clause in Contracts

Conditions to the Obligations of the Backstop Parties. BMI Contract Tronox shall have assumed its current agreements or entered into a new long term contract with BMI to provide Tronox access to water and power transmission assets at current rates. CRC Contract Tronox shall have assumed its agreements with the Colorado River Commission, and such agreements shall continue in full force and effect after the Effective Date. Available Funds On the Effective Date, immediately prior to giving effect to the transactions contemplated hereby and by the First Amended Plan (including the payment in full of all Allowed Administrative Expenses and Allowed Priority Claims (as such terms are to be defined in the First Amended Plan)), the Tronox Parties shall have Available Cash equal to or greater than the amounts set forth on Schedule 8(b)(viii) to the Equity Commitment Agreement as the “Cash Balance,” as applicable to the Effective Date, or such other lower amount as shall be agreed to by the Required Backstop Parties. To the extent the Effective Date occurs after December 31, 2010, the Company shall provide an updated schedule setting forth the projected Cash Balance reasonably acceptable to the Required Backstop Parties. On the Effective Date, the amount of capital expenditures made by the Company for the Kwinana Investment (as defined in the Credit Agreement) shall not exceed amounts set forth on Schedule 8(b)(viii) to the Equity Commitment Agreement. Financing Fees, Allowed Administrative Expenses, Priority Claims and Cure Claims (as such terms are defined in the First Amended Plan) paid on the Effective Date shall not exceed $32,500,000; it being agreed that Financing Fees shall include fees payable to potential lenders in conjunction with the Exit Financing. Settlement Escrow Account and Cash Collateralized Letters of Credit released prior to or on the Effective Date shall in the aggregate equal or exceed $58,000,000.