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<br />53. Nothing in the Order or any Sale Agreements or related documents shall: (i) impair,
<br />adversely affect, or expand any right under applicable law of any governmental unit (as defined in
<br />section 101(27) of the Bankruptcy Code) with respect to any financial assurance, letter of credit
<br />trust, surety bond, or insurance proceeds; or (it) limit any such governmental unit in the exercise
<br />of its police or regulatory powers in accordance with 11 U.S.C. § 362(bx4) or 28 U.S.C. §959.
<br />Notwithstanding anything to the contrary in the Sale Agreements or this Order or related
<br />documents, the Debtors shall cause all performance security or bonds, as applicable, to remain
<br />valid and in place until such time as the Buyer(s)' obtain replacement performance security or
<br />bonds that are approved by the applicable governmental unit and comply with mn-bankruptcy
<br />laws, regulations, and rules.
<br />54. Neither this Order tar any of the Sale Agreements shall limit or otherwise impact
<br />the parties' rights, obligations, or defenses relating to the Disputed Blackjewel Permits and all
<br />parties agree to be bound by any final, tan -appealable order entered by the Blackjewel Bankruptcy
<br />Court in the Blackjewel Case in connection with all issues relating to the Disputed Blackjewel
<br />Permits and the Jewell Valley Assets (the "Permit Decisiou" ). If Mountaineer Metallurgical
<br />Holdings, LLC is held responsible for liabilities associated with the Disputed Blackjewel Permits
<br />in the Blackjewel Case, it shall have no claim, administrative or otherwise, against the Debtors'
<br />estates for such liabilities. Notwithstanding anything contained in the Asset Group 5 APA (as,
<br />defined below) to the contrary, the Asset Group 5 APA is hereby deemed amended to delete
<br />Section 2.2(f) and to include the Disputed Blackjewel Permits on Schedule 2.1(b)(vi) and any other
<br />disputed permits as included by the Blackjewel Court in the disputed permit litigation, contingent
<br />on the Permit Decision. If the Permit Decision provides that neither the Debtors nor Mountaineer
<br />Metallurgical Holdings, LLC are in any way responsible for one or more of the Disputed
<br />46
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<br />55. To the extent any Buyers are acquiring Federal Leases (as defined herein),
<br />notwithstanding any provisions in the Sale Motion, this Order, the Sale Agreement, the Auction
<br />and Hearing Notice, the Assumption/Assignment Notice, any notice of cure or other agreements
<br />entered into by the Debtors pursuant to this Order or Federal Sale Documents (defined below) to
<br />the contrary, any assignment and/or transfer of any interests in contracts, leases, rights -of -use and
<br />easements, and rights -of -way or other interests or agreements with the federal government
<br />(collectively, the "Federal Leases"), shall be ineffective absent the consent of the United States.
<br />The Debtors, the Buyers, and proposed assignees and/or transferees agree to comply with all
<br />applicable bankruptcy and non -bankruptcy laws with respect to the Federal Leases, and nothing in
<br />any sale documents relating to the Federal Leases (the "Federal Sale Documents") shall affect
<br />any environmental reclamation obligations, diligent development obligations, or financial
<br />assurance requirements under the Federal Leases, u determined by the United States to be
<br />obligations of the Debtors or the Buyers. Moreover, nothing in the Federal Sale Documents shall
<br />be interpreted to set cure amounts for the Federal Leases or to require the United States to mvate,
<br />approve or otherwise consent to the assignment and/or transfer of any interests in the Federal
<br />Leases. For the avoidance of doubt, in order to obtain the consent of the United States, all existing
<br />defaults under the Federal Leases, including without limitation any outstanding royalties and rent
<br />payments known to date, must be assumed and cured. Without limiting the foregoing, with respect
<br />to any Federal Lease subject to the laws and regulations of the Department of Interior ("DOF ):
<br />(1) the sale of any and all interests in the Federal Leases must be conditioned on (a) prompt
<br />payment to the DOI Office of Natural Resources Revenue ("ONRR') of all the amounts
<br />determined by ONRR to be owed by the Debtors for royalties and other amounts arising before
<br />the sale known to date including interest accrual through the date of receipt by ONRR of these
<br />Blackjewel Permits, Section 2.2(f) of the Asset Group 5 APA will be further amended to remove
<br />from Schedule 2.1(b)(vi) any Disputed Blackjewel Permits for which the Permit Decision holds
<br />that neither the Debtors nor Mountaineer Metallurgical Holdings, LLC are responsible. The Rhino
<br />estate agrees that it will faithfully and diligently continue to litigate the Blackjewel matter and will
<br />not voluntarily release the lawsuit absent the Permit Decision.' Blackjewel, L.L.C., Blackjewel
<br />Holdings L.L.C.; Revelation Energy Holdings, LLC; Revelation Management Corporation;
<br />Revelation Energy, LLC; Dominion Coal Corporation; Harold Keene Coal Co. LLC; Varrou t Coal
<br />Corporation; Lone Mountain Processing, LLC; Powell Mountain Energy, LLC; and Cumberland
<br />River Coal LLC (collectively, the "Blackiewel Debtors'), the Debtors, and Mountaineer
<br />Metallurgical Holdings, LLC (collectively with the Blackjewel Debtors and Debtor, the "Royalty
<br />Parties") hereby agree to preserve all rights and remedies with respect to that certain Royalty
<br />Agreement between Blackjewel Holdings, L.L.C., as agent for the Blackjewel Debtors, and Jewell
<br />Valley Mining LLC dated August 14, 2019 (the "Bovolty Aereement"). See Docket No. 403,
<br />Exhibit A. The Royalty Parties agree to preserve all of their rights related to the Royalty
<br />Agreement and, absent an agreement among the Royalty Parties that resolves all issues with
<br />respect to the Royalty Agreement, a hearing on any outstanding issues will be held on a later date
<br />as agreed to by the Royalty Parties (the "Royalty Hearine'"). The Debtors agree not to request
<br />the rejection of the Royalty Agreement until any final, non -appealable order is entered by the Court
<br />in connection with the Royalty Agreement and the rights of the Blackjewel Debtors to oppose any
<br />such request is preserved.
<br />s Terms used but not defined in this Peragraph 54 shall have the meanings ascribed to them in that certain Asset
<br />Purchase Agreement between certain of the Debtors and Mountaineer Metallurgical Holdings, LLCM Docket No.
<br />340-3 (the "Asset Groua 5 APA'.
<br />47
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<br />amount(s) and (b) the payment to ONRR of all post -petition amounts determined by ONRR to be
<br />owed by the Debtors known to date, including interest accrual through the date of receipt by ONRR
<br />of these amounts, and (2) ONRR will retain and have the right to audit and/or perform any
<br />compliance review, and if appropriate, collect from the Debtors and/or Buyers any additional
<br />monies owed by the Debtors prior to the transfer or assignment of the Federal Leases without those
<br />rights being adversely affected by these bankruptcy proceedings. The Debtors and any of the
<br />Buyers that are able to obtain consent and an interest in the Federal Leases shall retain all defenses
<br />and/or rights, other than defenses and/or rights arising from the filing of these chapter 1 I rases, to
<br />challenge any determinations relating to the Federal Leases: provided, however, that any
<br />challenge, including any challenge associated with this bankruptcy proceeding and my challenge
<br />to ONRR's determination of pre -petition monies owed, may be raised exclusively in the United
<br />States' administrative review process leading to a final agency determination by the DOI. The
<br />audit and/or compliance review period shall remain open for the full statute of limitations period
<br />established by federal law. Notwithstanding any provisions in the Motion, in this Order, any of the
<br />Sale Agreements, or other agreements entered into by the Debtors pursuant to this Order and/or
<br />the Federal Sale Documents to the contrary, nothing in the Federal We Documents or in this Order
<br />shall affect the United States' police and regulatory powers, and the United States' rights to offset
<br />or recoup any amounts due under, or relating to any Federal Leases (if any) are expressly
<br />preserved.
<br />56. With respect to: (i) that certain Stalldng Horse Agreement between certain of the
<br />Debtors and the Stalldng Home Bidder; and (ii) that certain Asset Purchase Agreement between
<br />certain of the Debtors and Ceres Consulting L.L.C., all permits and certifications associated with
<br />the respective Purchased Assets and respective Purchased Operations shall be deemed Transferred
<br />48 49
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