Centennial has all requisite power and authority to execute and deliver this Agreement and the Assignment Agreement. The execution and delivery of this Agreement by Centennial have been, and the execution and delivery of the Assignment Agreement by Centennial will be, duly authorized by all necessary action on the part of Centennial. This Agreement has been, and the Assignment Agreement will be, duly executed and delivered by Centennial and, assuming this Agreement and the Assignment Agreement constitute the valid and binding obligations of SB RS, this Agreement constitutes, and the Assignment Agreement will constitute, a valid and binding obligation of Centennial enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights.