The execution, delivery and performance by the Company of this Agreement and the issuance and sale of the Purchased Securities  will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, any of its Subsidiaries or, the best knowledge of the Company after due inquiry, any Drilling Partnership, pursuant to any indenture, mortgage, deed of trust, the Credit Facility or other loan agreement or other Contract or instrument to which the Company, any of its Subsidiaries or any Drilling Partnership is a party or by which the Company, any of its Subsidiaries or any Drilling Partnership is bound or to which any of the Properties of the Company, any of its Subsidiaries or any Drilling Partnership is subject, (ii) result in any violation of the provisions of the charter or bylaws or similar organizational documents of the Company, any of its Subsidiaries or any Drilling Partnership or (iii) result in the violation of any Law or any judgment or order of any arbitrator, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.