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270895.5
<br />200403669
<br />c. The Debtors are authorized and empowered to execute and deliver all documents,
<br />agreements and instruments and take all actions reasonably necessary to effectuate the
<br />consummation and implementation of the Plan, including, without limitation, the
<br />execution, delivery and performance of the Exit Financing Agreement, and each other
<br />document, instrument, and agreement to be executed in connection therewith and the
<br />transactions contemplated thereby. All such documents, instruments, and agreements
<br />will, upon execution, be valid, binding and enforceable against the Debtors, the
<br />Reorganized Debtors, and any other person who is a party thereto, and is entered for good
<br />and valuable consideration, including the benefits of the Plan.
<br />d. Based upon the record of these Chapter 11 Cases, the security interests and liens to be
<br />granted by the Debtors, the Reorganized Debtors and any subsidiaries of the Debtors and
<br />Reorganized Debtors in connection with the Exit Financing Agreement: (a) are legal,
<br />valid and enforceable; and (b) do not constitute preferential transfers or fraudulent
<br />conveyances under the Bankruptcy Code or any other applicable law.
<br />e. Simultaneously with the closing of the Exit Financing Facility, and except as otherwise
<br />provided in such Exit Financing Facility, all the Debtors' outstanding obligations to the
<br />DIP Lender pursuant to a DIP Financing Order shall be fully and finally satisfied in
<br />accordance with their terms, pursuant to a customary pay -off letter provided by each such
<br />DIP Lender, using proceeds derived from, among other things, the Exit Financing
<br />Facility and/or cash held by the Reorganized Debtors. Upon the payment of the amounts
<br />due to the DIP Lender, the Creditors' Committee, BMO, Citibank, and the AREC
<br />Noteholders acknowledge and agree that none of them have any claims, offsets, defenses
<br />or counterclaims against the DIP Lender and they each release the DIP Lender from any
<br />and all claims, actions, suits, judgments, damage, loss, cost, expense or liability
<br />whatsoever arising from the DIP Financing which they may have or had from the
<br />beginning of time to the date of payment.
<br />33. New Term Loan B Notes. Subject to the occurrence of the Effective Date:
<br />a. All documents and agreements necessary and appropriate to implement the issuance of
<br />the New Term Loan B Notes, and the execution, delivery and performance of such
<br />documents and agreements are approved, including, without limitation, the New Term
<br />Loan B Notes Indenture, the Note Purchase Agreement, the Registration Rights
<br />Agreement, and the Intercreditot Agreement (collectively, the "New Term Loan B
<br />Notes Indenture ").
<br />b. The Debtors and, if applicable, the Reorganized Debtors (and any subsidiaries of the
<br />Debtors and Reorganized Debtors), are authorized and empowered to execute and deliver
<br />all documents, agreements and instruments and take all actions reasonably necessary to
<br />effectuate the consummation and implementation of the Plan, including, without
<br />limitation, the execution, delivery and performance of the New Term Loan B Notes
<br />Indenture, and each other document, instrument, and agreement to be executed in
<br />connection therewith and the transactions contemplated thereby. All such documents,
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