Any Fractal R3 Owners Out There?

Hello,

So I'm seriously thinking about buying the Fractal R3 as my case. I have picked this over Corsair. But the thing is that I will be overclocking, and I'm not sure about the airflow. From what I saw, this case doesn't have BAD airflow... but it's not exactly superb. I wanted to add in a few (1-2) case fans to get a bit more air, but then the build wouldn't be inaudible! Basically, I've got this configuration:

CPU: i5-2500k (or the IB version)
Mobo: Extreme3 Gen3 (or the IB version)
GPU: MSI Twin Frozr OC GTX 560 Ti or, more likely, their Twin Frozr 7850
CPU cooler: Hyper 212

I think that's all that matters. So I'll be overclocking both the CPU and the GPU, and that generates heat. Lots of it. The GPU doesn't have a dedicated cooler like the CPU does, so I think I'll put a fan in the side to cool down the GPU. The problem is that it starts to get loud. I know I can put quiet/silent fans (any suggestions, by the way?), but the problem is the hole the fan makes... the GPU will be more audible. There's also the same problem with the CPU cooler. I can put the fan so it's facing up, and out one of the top grilles (so it doesn't have to put more load on the single exhaust fan at the back), but that would involve removing MORE of the foam, and this time there wouldn't even be a fan there.

Any ideas for the setup of the fans? I don't want this to overheat, but silence/quietness is very important to me as well.

Thanks!

P.S. I've heard something about putting a rear-facing GPU... what does that mean? I thought the GPU was right in the middle of everything. I know it also makes more sound.