Common use of Effectuating the Plan Clause in Contracts

Effectuating the Plan. To implement the First Amended Plan, the Parties have agreed, on the terms and conditions set forth herein, that Tronox shall use reasonable best efforts to confirm and take effective the First Amended Plan, and without limiting the foregoing, shall use its reasonable best efforts to take all actions necessary and appropriate to: (a) on or prior to two Business Days after the execution of this Agreement, and in any event concurrently with the filing of the Equity Commitment Agreement Motion (as defined below), file a motion (the “PSA Motion”) with the Bankruptcy Court, seeking the entry of an order, the terms of which shall be satisfactory to the signatories hereto, approving this Agreement and authorizing the Parties entering into, and performing under, this Agreement (the “PSA Approval Order”); (b) on or prior to two Business Days after the execution of the Equity Commitment Agreement, and in any event concurrently with the filing of the PSA Motion, file a motion (the “Equity Commitment Agreement Motion”) with the Bankruptcy Court, seeking the entry of an order, the terms of which shall be satisfactory to the Backstop Parties (as such term is defined in the Equity Commitment Agreement) approving the Equity Commitment Agreement and authorizing the parties thereto to enter into, and perform under, the Equity Commitment Agreement (the “Equity Commitment Agreement Approval Order”), it being understood that the PSA Motion and Equity Commitment Agreement Motion seek separate relief but can be combined into one pleading; (c) obtain the entry of each of the PSA Approval Order and the Equity Commitment Agreement Approval Order no later than September 17, 2010; (d) file an amended Disclosure Statement for the First Amended Plan and seek entry of a Bankruptcy Court Order approving the Disclosure Statement for the First Amended Plan (the “Disclosure Statement Order”) as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Court’s local rules (such federal and local rules, the “Bankruptcy Rules”) but, in any event, have the Disclosure Statement Order entered on or prior to September 30, 2010; (e) solicit the requisite acceptances of the First Amended Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code and the terms of the Disclosure Statement Order; (f) seek confirmation of the First Amended Plan as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Rules, and, in any event, have an order confirming the First Amended Plan entered on or prior to November 30, 2010; and (g) consummate the First Amended Plan as expeditiously as practicable in accordance with its terms and the terms of this Agreement but in no event shall the Effective Date (as that term is defined in the First Amended Plan) be later than December 31, 2010.

Effectuating the Plan. To implement the First Amended Plan, the Parties have agreed, on the terms and conditions set forth herein, that Tronox shall use reasonable best efforts to confirm and take effective effectuate the First Amended Plan, and without limiting the foregoing, shall use its reasonable best efforts to take all actions necessary and appropriate to: (a) on or prior to two Business Days after the execution of this AgreementDecember 31, 2009, and in any event concurrently with the filing of the Equity DIP Motion and the Commitment Agreement Motion (each as defined below), file a motion (the “PSA Motion”) with the Bankruptcy Court, seeking the entry of an order, the terms of which shall be satisfactory to the signatories hereto, order approving this Agreement and authorizing the Parties entering into, and performing under, this Agreement (the “PSA Approval OrderMotion”); (b) on or prior to two Business Days after the execution of the Equity Commitment AgreementDecember 31, 2009, and in any event concurrently with the filing of the DIP Motion and the PSA Motion, file a motion (the “Equity Commitment Agreement Motion”) with the Bankruptcy Court, seeking the entry of an order, the terms of which shall be satisfactory to the Backstop Parties (as such term is defined in the Equity Commitment Agreement) order approving the Equity Commitment Agreement and authorizing the parties thereto entering into, and performing under, the Commitment Agreement (the “Commitment Agreement Motion”); (c) on or prior to December 31, 2009 and in any event concurrently with the filing of the PSA Motion and the Commitment Agreement Motion, file a motion (the “DIP Motion”) with the Bankruptcy Court seeking (i) the entry of an interim order substantially in the form attached hereto as Exhibit C or otherwise in form and substance satisfactory to the Replacement Facility Arranger (the “Interim DIP Order”) on or prior to January 10, 2010, and (ii) the entry of a final order (the “Final DIP Order” and together with the Interim DIP Order, collectively, the “DIP Orders”) containing substantially the same terms as the Interim Order (except as otherwise expressly set forth in the Interim Order) or otherwise in form and substance satisfactory to the Replacement Facility Arranger, as expeditiously as practicable under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Bankruptcy Court’s local rules (such federal and local rules, the “Bankruptcy Rules”), but in any event on or prior to January 10, 2010, which DIP Orders shall (i) authorize Tronox to enter into, and perform underits obligations in respect of, the Equity Commitment Agreement DIP to Exit Facility, (ii) approve the repayment of the indebtedness owing to the Existing Secured Creditors, and (iii) approve the liens, superpriority administrative claims and other protections provided to the Replacement Facility Arranger, the lenders under the DIP to Exit Facility (collectively, the “Replacement Lenders”), the escrow agent under the DIP to Exit Facility (the “Equity Commitment Agreement Approval OrderReplacement Escrow Agent”), it being understood that the lender counterparties to hedging agreements permitted under the DIP to Exit Credit Facility (the “Replacement Lender Hedging Parties”) and the respective administrative, collateral, syndication and other agents for the Replacement Lenders under the DIP to Exit Credit Facility (collectively, the “Replacement Agents,” and together with the Replacement Facility Arranger, the Replacement Lenders, the Replacement Escrow Agent and the Replacement Lender Hedging Parties, the “Replacement Lender Parties”) (for the avoidance of doubt, the PSA Motion and Equity Motion, the Commitment Agreement Motion, and the DIP Motion seek separate relief but can may be combined into filed as a single motion, which may be approved through one pleading; (c) obtain the entry of each or more order of the PSA Approval Order and the Equity Commitment Agreement Approval Order no later than September 17, 2010Bankruptcy Court); (d) file an amended Disclosure Statement for move the First Amended Plan and seek entry of a Bankruptcy Court Order to enter an order approving the Disclosure Statement for the First Amended Plan (the “Disclosure Statement Order”) as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Court’s local rules (such federal and local rules, the “Bankruptcy Rules”) butRules and, in any event, have the Disclosure Statement Order entered on or prior to September April 30, 2010 (or, in the event that Tronox extends the term of the Replacement DIP Facility past the initial six month term pursuant to the Facility Extension Option described below, on or about June 30, 2010); (e) solicit the requisite acceptances of the First Amended Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code and the terms of the Disclosure Statement Order; (f) seek confirmation of move the First Amended Bankruptcy Court to confirm the Plan as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Rules, and, in any event, have an the order confirming the First Amended Plan entered on or prior to November June 30, 2010 or, in the event a Facility Extension Notice has been delivered pursuant to the DIP to Exit Credit Agreement, August 31, 2010; and (g) consummate the First Amended Plan as expeditiously as practicable in accordance with its terms and the terms of this Agreement but in no event shall the Effective Date (as that term is defined in the First Amended Plan) be later than December 31, 2010Agreement.