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200403669 act necessary for the implementation and consummation of the Plan and the transactions contemplated therein. 30. Retention of Jurisdiction. Pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding the entry of this Order or the occurrence of the Effective Date, the Court shall retain exclusive jurisdiction as provided in Article 13 of the Plan over all matters arising out of, and related to, these Chapter 11 Cases and the Plan to the fullest extent permitted by law, including, without limitation, any amendments contained herein. 31. References to Plan Provisions. The failure to include or specifically reference any particular provision of the Plan in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court to confirm the Plan in its entirety. The provisions of the Plan and this Order shall be construed in a manner consistent with each other so as to effect the purposes of each, provided, however, that if there is determined to be any inconsistency between any Plan provision and any provision of this Order that cannot be reconciled, then, solely to the extent of such inconsistency, the provisions of this Order shall govern and control. 270895.5 32. Exit Financing Facility. Subject to the occurrence of the Effective Date: a. All documents and agreements necessary and appropriate to implement the Exit Financing Facility, and the execution, delivery and performance of such documents and agreements, are approved. (collectively, the "Exit Financing Agreement "). b. The Debtors, the Reorganized Debtors, and, to the extent applicable, any subsidiaries of the Debtors and Reorganized Debtors, are authorized to grant Wells Fargo Foothill, Inc. or other appropriate party valid, binding, enforceable and perfected security interests in and liens upon all collateral specified in the Exit Financing Agreement to secure all of the obligations arising under or in connection with the Exit Financing Agreement. The Exit Financing Agreement and each document, instrument, and agreement executed in connection therewith shall constitute legal, valid, binding and authorized obligations of the respective parties thereto, enforceable in accordance with their terms. The security interests and liens granted pursuant to, or in connection with, the Exit Financing Agreement shall constitute, as of the Effective Date, legal, valid and duly perfected first priority liens and security interests in and to the collateral specified therein. 14