AMENDED AND RESTATED LANDFILL GAS SERVICES AGREEMENT

THIS AMENDED AND RESTATED LANDFILL GAS SERVICES AGREEMENT is entered into this 17th day of November, 2008, and is by and among RIDGEWOOD GAS SERVICES LLC , a Delaware limited liability company (“ RGS ”), and RHODE ISLAND RESOURCE RECOVERY CORPORATION (“ RIRRC ”), a Rhode Island corporation, and solely as to Sections 3.2 and 3.3, RHODE ISLAND LFG GENCO, LLC , a Delaware limited liability company (“ RILG ”).  RGS and RIRRC may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS , RIRRC is the owner of a certain landfill, commonly referred to as the “Central Landfill,” located in the Town of Johnston, County of Providence, State of Rhode Island (as expanded or otherwise modified from time to time, the “ Landfill ”);

WHEREAS , the current configuration of the Landfill, including the RIRRC Gas Collection System, the LKD Gas Collection System and the Condensate Control, Treatment and Disposal System at the Landfill, are depicted on the Existing Site Plan, attached hereto as Exhibit A ;

WHEREAS , pursuant to the Landfill Gas Services Agreement dated as of August 1, 2003 between RGS and RIRRC (the “ Existing Gas Services Agreement ”), RGS operates the RIRRC Gas Collection System;

WHEREAS , as of December 31, 2007, pursuant to the Termination and Assignment Agreement dated December 20, 2007 among CGLP, LKD, Ridgewood Providence Power, RGS and Rhode Island Gas Management LLC, RGS acquired the LKD Gas Collection System from LKD and the Landfill Gas Services Agreement dated as of August 1, 2003 between CGLP and RGS (“ CGLP Services Agreement ”), under which RGS had operated and maintained the LKD Gas Collection System, was terminated;

WHEREAS , pursuant to the Amended and Restated Site Lease and Landfill Gas Delivery Agreement, dated as of the date hereof, (as amended and/or restated from time to time, the “ Site Lease ”), RIRRC is granting to RILG, the sole member in RGS, the right to construct and operate the RILG Facilities at the Landfill and certain rights with respect to the Landfill Gas produced at the Landfill;

WHEREAS , as of the date hereof, RGS and RIRRC are entering into a Purchase and Sale Agreement (the “ Purchase and Sale Agreement ”), pursuant to which RGS may acquire all of RIRRC’s right, title and interest in and to the RIRRC Gas Collection System and the Condensate Collection System on the Acquisition Date; and

WHEREAS , RIRRC and RGS now desire to enter into this Amended and Restated Landfill Gas Services Agreement to enable RGS to continue to operate and maintain the RIRRC Gas Collection System, the Condensate Control, Treatment and Disposal System and the LKD Gas Collection System so that all gas collection systems at the Landfill will be operated and maintained by RGS, and RGS desires to perform such functions, pursuant to the terms and conditions hereof;

NOW THEREFORE , the Parties agree as follows:

 1.1       Term .   This Agreement shall become effective as of the Effective Date and, unless terminated earlier pursuant to Article XII hereof, shall remain in full force and effect so long as the Site Lease remains in full force and effect.  Termination of this Agreement shall not affect the term or termination of the Site Lease.

 1.2    Definitions .   Capitalized terms not otherwise defined herein have the meanings given to them in the Schedule of Definitions attached hereto.

 1.3   Certain Interpretive Matters .   In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa.  The term “includes” or “including” shall mean “including without limitation.” References to a section, article, exhibit or schedule shall mean a section, article, exhibit or schedule of this Agreement unless the context requires otherwise.  All exhibits, annexes, schedules and other attachments to this Agreement are hereby deemed to be attached to this Agreement and incorporated herein by reference.  The headings in this Agreement are included for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement.  The definitions of agreements, contracts and other documents contained in this Agreement which describe such agreements, contracts or documents are not intended to be a complete description of all terms of such agreements, contracts or documents and shall not in any way affect the interpretation of such agreements, contracts or documents.  Whenever a representation and warranty is made in this Agreement “to the knowledge” of a party, the knowledge is the actual and constructive knowledge of the directors, officers, and management level personnel of the party.

 2.1   RGS Operator .   RGS will continue to be the sole and exclusive operator of the Gas Collection Systems and the CCS for the remaining term hereof, and except as may be otherwise set forth herein, RGS, as sole and exclusive operator, shall have complete authority for all operations, maintenance, upgrades and administration of the Gas Collection Systems and the CCS for the remaining term hereof.

 2.2   Description of the Services .   RGS shall:  (a) operate, maintain and administer the Gas Collection Systems and the CCS, including the disposal of all Hazardous Materials, and deliver Landfill Gas and construct additions and improvements to the Gas Collection Systems, all in accordance with all applicable Legal Requirements and the terms hereof and to the extent set forth herein; and (b) perform such other services with respect to the Gas Collection Systems and the CCS as RGS and RIRRC may agree from time to time (the “ Services ”); provided that all services to be performed under this Agreement shall be performed in a manner consistent with all applicable Legal Requirements, Good Engineering Practices, and in such a manner that gives the highest priority to compliance with Permits and Legal Requirements.  Except as otherwise agreed upon by the Parties pursuant to a flare plan and interim gas collection system upgrade plan, until the earlier of (i) the Commercial Operation Date or (ii) the third anniversary of the Decommissioning Date, RGS shall not be required to take any action, to expend any funds or to incur any liabilities in excess of those contained in the Operating Plan and Budget.

2.3   No Liens .   In connection with the performance of the Services under this Agreement, RGS shall not, without the prior written consent of RIRRC: (a) create, or suffer the creation or continued existence of, any Lien based on the action or inaction of RGS on the Landfill Gas, the Landfill or the Leachate Control, Treatment and Disposal System, or any interest in or portion of such Landfill Gas, Landfill or the Leachate Control, Treatment and Disposal System; or (b) take any action or fail to take any action where such action or failure would adversely affect RIRRC’s title to the Landfill Gas, the Landfill or the Leachate Control, Treatment and Disposal System, or, prior to the Acquisition Date, the Gas Collection Systems and the Condensate Control, Treatment and Disposal System or any interest therein or portion thereof.  After the Acquisition Date, RIRRC shall not, without the prior written consent of RGS:  (a) create, or suffer the creation or continued existence of, any Lien based on the action or inaction of RIRRC on the Gas Collection Systems or Condensate Control, Treatment and Disposal System, or any interest in or portion of such Gas Collection Systems or Condensate Control, Treatment and Disposal System, or (b) take any action or fail to take any action where such action or failure would adversely affect RGS’ title to the Gas Collection Systems or Condensate Control, Treatment and Disposal System, or any interest in or portion of such Gas Collection Systems or Condensate Control, Treatment and Disposal System; or (c) remove any material part of the Gas Collection Systems or Condensate Control, Treatment and Disposal System from the Landfill unless required to comply with a Legal Requirement or Environmental Law.  Any Party creating, or suffering the creation or continued existence of, any Lien prohibited under this Section 2.3 shall promptly discharge such Lien.  RIRRC may create, or suffer the creation or continued existence of, a Lien on the Landfill, provided the Lienholder provides RGS with a subordination and non-disturbance agreement recognizing the rights of RGS under this Agreement that is reasonably acceptable to RGS.

 2.4   Subcontracts .   RGS shall give RIRRC prior written notice of the names of the contractors or subcontractors, if any, proposed for principal parts of the Services.  RIRRC shall have the right to reject any such subcontractor (other than Ridgewood Power Management, LLC) for reasonable cause, which cause shall be provided in writing to RGS.  RGS shall be fully responsible for the acts and omissions of its contractors and subcontractors and of persons either directly or indirectly employed by them, to the same extent as for its own acts and omissions or those of persons directly employed by it.  RGS’ subcontracting of any Services under this Agreement shall not in any manner whatsoever relieve RGS of any of its duties, obligations, or liabilities under this Agreement.  Nothing contained in this Agreement shall create any contractual relationship between any contractor or subcontractor and RIRRC.

 2.5   Permits, Licenses and Contracts .   As of the Effective Date, RIRRC assigns to RGS all of its right, title and interest in, to and under all Permits held by RIRRC that are capable of being assigned by RIRRC to RGS and that are required to be held in the name of RGS (or take such other steps that may be required) in order to permit RGS to perform the Services hereunder.

 2.6   RIRRC’s Right To Cure .   If RGS shall default or fail to perform any of its obligations hereunder and such failure shall continue for thirty (30) days after receipt of written notice from RIRRC of such failure, then RIRRC may, in addition to any other remedy or right available to it, cure RGS’ default and perform or complete such obligation, provided , however , that any additional costs to RIRRC for its actions hereunder shall be paid by RGS promptly after receipt of an invoice therefor from RIRRC and, provided further, that notwithstanding anything contrary herein, RIRRC shall have no responsibility for, and does not agree to, indemnify or hold harmless RGS or any Affiliate of RGS against, any claims, damages, fines or penalties that may result from or be related to the work performed by or on behalf of RIRRC pursuant to this Section 2.6 unless RIRRC’s actions, or those of a RIRRC subcontractor, with respect thereto constituted gross negligence or willful misconduct.

 2.7   Improvements/Replacements .   Following the earlier of (i) the Commercial Operation Date or (ii) the third anniversary of the Decommissioning Date and for the remaining term of this Agreement, RGS shall provide at its expense expansions of or capital improvements to, or replacements of, all items comprising the Gas Collection Systems necessary to collect and process Landfill Gas produced at the Landfill and to convey such Landfill Gas to the Demarcation Point.  Any such expansions, capital improvements or replacements shall become an integral part of the Gas Collection System to which they are made.  RGS and RIRRC will cooperate in assessing and, if appropriate, effecting those expansions and capital improvements, subject to the terms of this Agreement.

 2.8   Delivery of Landfill Gas .   RGS shall collect, meter and deliver all Landfill Gas collected in the Gas Collection Systems to the Demarcation Point.

 2.9    Title to Landfill Gas and Environmental Attributes .  RIRRC and RGS hereby acknowledge that, while RGS will own and operate the Gas Collection Systems (subject to the Purchase and Sale Agreement), it does not and will not at any time during the term of this Agreement have title to the Landfill Gas in the Gas Collection Systems or to any Environmental Attributes originally arising or created on or after the Effective Date, which title shall at all times vest in RILG.

 2.10   Coordination .  RGS and RIRRC will use commercially reasonable efforts to coordinate their operations during the term of this Agreement.  RGS and RIRRC will each identify a representative to act as its primary contact under the Agreement.  RGS and RIRRC will each use commercially reasonable efforts to assist the other, when necessary, with applying for and complying with any Permit required to operate and maintain its assets on the Landfill during the term of this Agreement.

 2.11   Permits and Approvals .   In the event that any Governmental Body asserts that RGS should have obtained a Permit relating to the Gas Collection Systems or the CCS that has not been obtained as and when required, RGS shall not be deemed to have breached its obligations with respect to complying with Legal Requirements for purposes of this Agreement, and shall not be deemed to have acted with intentional misconduct or gross negligence, if it has cooperated with RIRRC in connection with the obtaining of, and has used commercially reasonable efforts to obtain, any Permits in accordance with this provision.

 2.12   License .  (a) As of the Effective Date and subject to the terms of this Agreement, RIRRC hereby conveys to RGS, and RGS hereby accepts from RIRRC, (i) such non-exclusive licenses, rights of way and other appropriate rights, for the term of this Agreement only, over, along or across lands of RIRRC at the Landfill as RGS may reasonably require in such locations as mutually agreed to between RGS and RIRRC such that RGS, its employees, representatives, agents, contractors and subcontractors may perform any activity at the Landfill permitted hereunder or exercise any right granted hereunder, including, without limitation, (A) a non-exclusive right of way over lands of RIRRC in locations reasonably acceptable to RIRRC for ingress and egress to the Gas Collection Systems and the CCS and RGS’ other facilities for performance of the Services hereunder, including staging areas during expansion and relocation the Gas Collection Systems and the CCS, (B) such easements, if any, as may be required by utility providers to RGS and its Affiliates at the Landfill for electricity interconnection and metering and other utilities in such locations as shall be reasonably acceptable to RIRRC and any mutually agreeable improvements or additions to the Gas Collection Systems in connection with the development of new generating facilities by RILG or its Affiliates; and (ii) the right to conduct all activities at the Landfill specifically permitted by this Agreement.

(b)   All activities conducted by RGS, its employees, representatives, agents, contractors and subcontractors at the Landfill shall be (i) at RGS’ sole risk and responsibility, (ii) conducted in a manner that does not unreasonably interfere in any respect with RIRRC’s operation of the Landfill, and (iii) conducted in compliance with all applicable Legal Requirements, including requirements of any Permits relating to the Landfill.

(c)   RIRRC reserves a right of reasonable access to the portions of the Landfill to which RGS has a license hereunder.  RIRRC shall exercise such right of access in a manner that does not unreasonably interfere with RGS’ rights hereunder, unless RIRRC’s purpose is to exercise its rights and remedies under this Agreement following a default by RGS under, or a termination of, this Agreement.  Except in the case of emergencies where prior notice shall not be required, such right of access shall be exercised by advanced notice to RGS in a timely manner appropriate under the circumstances.  RIRRC also reserves the right to grant to third parties easements or other access rights to the Landfill as deemed necessary or appropriate by RIRRC for its use and operation of the Landfill and to comply with applicable Legal Requirements, such third parties to include, but not be limited to, any Governmental Body, utility providers, electricity or other power generators or providers and RIRRC contractors, provided , however , that such easements or access rights do not unreasonably interfere with the rights granted to RGS under this Agreement.

 2.13   Use of Landfill and LCS .  RGS may make reasonable use of the Landfill, the Condensate Control, Treatment and Disposal System and the Leachate Control, Treatment and Disposal System, without additional compensation, to dispose of all materials generated by RGS as a result of the activities contemplated by this Agreement, subject to all applicable Legal Requirements and reasonable Landfill rules promulgated by RIRRC.  RIRRC shall construct, operate and maintain the LCS, the CCS and the Landfill at RIRRC’s sole cost so that each is capable of receiving such materials reasonably generated by RGS as described on Exhibit C .

2.14   LCS Operation and Upgrade Plan .  RIRRC shall be responsible for the construction, expansion, operation and maintenance of the LCS in accordance with Good Engineering Practice, and all Permits, planning documents and other Legal Requirements that are applicable to the LCS.  RIRRC will make certain upgrades and improvements to the LCS, as set forth in the LCS Upgrade Plan, which is attached hereto as Exhibit C .

 2.15   Operation of Landfill .  RIRRC shall use commercially reasonable efforts to operate the Landfill in a manner that does not damage or destroy RGS’ property or interfere with RGS’ performance, or ability to perform, under this Agreement.  Subject to Section 10.1, RIRRC shall reimburse RGS for costs RGS incurs as a result of damage or destruction to RGS’ property (including without limitation the Gas Collection Systems and the CCS) caused by the action or inaction of RIRRC or its employees or agents (other than damage or destruction resulting from normal wear and tear) in excess of $100,000 in the aggregate annually.  RIRRC shall not be liable for or responsible for any consequential damages caused to RGS’ pipes or Gas Collection System, including without limitation any interruption of Landfill Gas or contamination thereof caused by such damage.

 2.16   Interim Gas Management .   Except as extended in writing by RIRRC, by the Decommissioning Date, and subject to RIRRC’s reimbursement obligations set forth in Section 6.4 of the Site Lease, RGS shall have constructed and developed, in operational condition, and shall operate, interim gas management systems to accommodate Landfill use and expansion as contemplated by the Interim Gas Management Plan, as may be modified by the mutual agreement of the parties, such systems including but not limited to additional flaring capacity required to accommodate the projected Landfill Gas collected at the Landfill; gas treatment facilities to accommodate and treat all Landfill Gas in accordance with all Environmental Laws and Permits; and integrated header and delivery systems capable of delivering and treating Landfill Gas and delivering it to the appropriate flares or other destruction devices.  The costs of such improvements shall be borne by the Parties as set forth in Section 2.1(d) of the Site Lease.

 3.1    Payment .

(a)    Until the earlier of (i) the Commercial Operation Date or (ii) the third anniversary of the Decommissioning Date, RIRRC shall make payments to RGS in accordance with the terms of the Existing Gas Service Agreement, which terms shall survive the execution of this Agreement solely in order to preserve such payment obligations and procedures.

(b)    Commencing on the earlier of (i) the Commercial Operation Date or (ii) the third anniversary of the Decommissioning Date, except as expressly set forth in this Agreement (including without limitation in Sections 2.2 and 2.7), RGS shall be responsible for all costs incurred in providing the Services and otherwise for the collection and treatment of Landfill Gas as provided herein.  RIRRC shall be responsible for all costs of providing other services, including, without limitation all electricity costs, capital costs, fines and penalties associated with the flares.

3.2   Netting of Payments .   In any given calendar month, any payment owed by RILG to RIRRC under the Site Lease (the “ RILG Payment ”) may be netted against any payment for such month owed by RIRRC to RGS under this Agreement (the “ RIRRC Payment ”).  The RILG Payment minus the RIRRC Payment is hereinafter referred to as the “ Netted Amount .”  If the Netted Amount is a positive number, RILG shall pay to RIRRC only the Netted Amount and shall pay to RGS the RIRRC Payment.  If the Netted Amount is a negative number, RIRRC shall pay to RGS the Netted Amount as if it were a positive number and RILG shall pay to RGS the RILG Payment.  If the Netted Amount is a positive number or upon payment of the Netted Amount by RIRRC to RGS hereunder, RIRRC shall be deemed to have made payment of the RIRRC Payment in full to RGS, regardless of whether RILG makes any payment to RGS.  After netting and payment by RIRRC, as set forth herein, RGS and RILG shall reconcile and pay any amounts owed between them as a result of such netting hereunder and RIRRC shall have no liability therefor.

 3.3   Security Interest .  RIRRC hereby grants RGS a security interest in all amounts payable to RIRRC under the Site Lease as security for its obligation to provide payment to RGS in accordance with this Agreement.  In the event that RIRRC fails to make any payment in accordance with this Agreement, RGS shall have the right to demand from RILG an amount equal to the payment due, and RIRRC hereby authorizes RILG to deduct the amount from the amount of the Royalty Payment required to be made to RIRRC under the Site Lease and to pay such amount to RGS.

 4.1   Monthly Reports .   No later than the 15th day of each month, RGS shall provide RIRRC with a monthly report summarizing operations of the Gas Collection Systems and the CCS at the Landfill during the prior month.  Such reports will state briefly the status of any negotiations, Permit applications, proposed replacements or improvements and such other information as may be reasonably required by RIRRC.  RGS shall include a section in the report which indicates potential or actual problems in the supply of Landfill Gas from the Landfill that have arisen or are likely to arise.  Such reports will be made in the format of the current reports provided by RGS to RIRRC to date, unless the parties mutually agree to a different format.  RGS shall also promptly notify RIRRC after becoming aware of (i) a violation of a Permit, (ii) a notice from any applicable Governmental Body of alleged non-compliance of any of the Gas Collection Systems or the CCS of any Legal Requirement, or (iii) any pending or threatened litigation or proceedings regarding such facilities or any of the foregoing instruments.

 4.2   Quarterly Reports/Meetings .   RGS shall prepare and provide to RIRRC quarterly reports summarizing the actual operations of the Gas Collection Systems and the CCS during the prior quarter.  Such quarterly reports shall include proposed modifications and amendments to the Operating Plan and Budget, if any, as well as state briefly the status of any Permit applications, environmental compliance issues, results of operations and any other information as may be deemed necessary by RGS or requested by RIRRC.  RGS and RIRRC agree to meet quarterly to review RGS’ quarterly report and approve any proposed modifications or amendments to the Operating Plan and Budget.  RGS shall use reasonable efforts to adopt and implement such recommendations to the extent that they are within budgetary limitations and do not conflict with regulatory requirements, Landfill activities or the production of methane gas or electricity.

4.3   Records .   RGS shall keep and shall require any contractor or subcontractor to keep a complete set of records showing actual costs incurred in connection with the part of the Services assigned to it.  RIRRC shall have the right through its own representative or through independent auditors of its choice or both, to review RGS’ records as they pertain to the operation and maintenance of the Gas Collection Systems and the CCS.  The right of RIRRC, or its designee, to audit the books of account and supporting documents of RGS and its contractors and subcontractors with respect to the Services shall extend for three (3) years following the provision of such Services.  In addition, RGS shall have and RIRRC shall provide RGS with reasonable access to the books and records of RIRRC if necessary or reasonably required by RGS to perform its obligations under this Agreement.

RGS hereby represents and warrants to RIRRC as follows as of the Effective Date:

 5.1   Organization; Authorization; Enforceability .   RGS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Rhode Island.  It has all requisite power and authority to own, lease and operate its material assets and properties, to carry on its business as is now being conducted and to consummate the transactions contemplated by this Agreement.  The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action required on the part of RGS.  This Agreement constitutes the legal, valid and binding agreement of RGS enforceable against it in accordance with its terms, except as such enforceability may be limited by law or by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity) and that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

 5.2   Non-Contravention; Approvals; Litigation; Bankruptcy .   The execution, delivery and performance by RGS of this Agreement (a) do not and will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with, or result in the breach of any covenant, agreement or understanding to which RGS is a party, (b) do not and will not violate any statute, regulation, administrative order, judgment or decree binding upon RGS, and (c) do not require that RGS obtain the consent or approval of any Governmental Body or any third party, other than consents and approvals that have been obtained or that are not yet required.  RGS is not subject to any outstanding order, ruling, decree, judgment or stipulation that would have a Material Adverse Effect on the ability of RGS to enter into this Agreement or the Purchase and Sale Agreement or to perform its obligations hereunder and thereunder.  RGS is not subject to any pending or, to its knowledge, threatened litigation, which if adversely determined could have a Material Adverse Effect on RGS’ ability to execute, deliver and perform its obligations under this Agreement or the Purchase and Sale Agreement or that seeks to enjoin the consummation of the transactions contemplated by this Agreement or the Purchase and Sale Agreement.  No bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings are pending against or being contemplated by RGS and, to its knowledge, no such proceedings have been threatened against it.

 5.3   Experience and Skills .   RGS shall provide, or shall engage and retain, personnel experienced, properly trained and skilled in the rendering of the Services in accordance with Good Engineering Practice.

 5.4   Disclosure of Permit Issues .   Notwithstanding anything contained in this Agreement to the contrary, the representations and/or warranties of RGS contained in Section 5.2 of this Agreement are hereby deemed qualified by the disclosure set forth in this Section 5.4.  RGS hereby discloses permits required by Title V of the Clean Air Act and Regulation 9 of Rhode Island Department of Environmental Management have not been obtained and the EPA has asserted that such permits may be the responsibility of the owner and/or operator of the Gas Collection Systems.  The proposed modification to Air Regulation 22 of Rhode Island Department of Environmental Management may require an air toxics operating permit to be obtained in order to operate the Gas Collection Systems.

RIRRC hereby represents and warrants to RGS as follows as of the Effective Date:

 6.1   Organization; Authorization; Enforceability .   RIRRC is a public corporation duly organized, validly existing and in good standing under the laws of the State of Rhode Island.  It has all requisite power and authority to own, lease and operate its material assets and properties, to carry on its business as is now being conducted and to consummate the transactions contemplated by this Agreement.  The execution, delivery and performance by RIRRC of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action required on the part of RIRRC.  This Agreement constitutes the legal, valid and binding agreement of RIRRC enforceable against it in accordance with its terms, except as such enforceability may be limited by law or by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity) and that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

 6.2   Non-Contravention; Approvals; Litigation; Bankruptcy .   The execution, delivery and performance by RIRRC of this Agreement (a) do not and will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with, or result in the breach of any covenant, agreement or understanding to which RIRRC is a party, (b) do not and will not violate any statute, regulation, administrative order, judgment or decree binding upon RIRRC, and (c) do not require that RIRRC obtain the consent or approval of any Governmental Body or any third party, other than consents and approvals that have been obtained or that are not yet required.  RIRRC is not subject to any outstanding order, ruling, decree, judgment or stipulation that would have a Material Adverse Effect on the ability of RIRRC to enter into this Agreement or the Purchase and Sale Agreement or to perform its obligations hereunder or thereunder.  RIRRC is not subject to any pending or, to its knowledge, threatened litigation, which if adversely determined could have a Material Adverse Effect on RIRRC’s ability to execute, deliver and perform its obligations under this Agreement or the Purchase and Sale Agreement, or that seeks to enjoin the consummation of the transactions contemplated by this Agreement or the Purchase and Sale Agreement.  No bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings are pending against or being contemplated by RIRRC and, to its knowledge, no such proceedings have been threatened against it.

6.3   Permits to Operate .   Except as set forth in Section 6.6, to the best of RIRRC’s knowledge, without further investigation, other than the Permits listed on Exhibit B , no additional Permits are required