EXISTING AND TO TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE A STOP
ORDER, SUSPENSION, THREAT THEREOF OR PROCEEDINGS RELATED THERETO;
(G)
UPON REQUEST AND SUBJECT TO APPROPRIATE CONFIDENTIALITY
OBLIGATIONS, FURNISH TO EACH SELLING HOLDER COPIES OF ANY AND ALL TRANSMITTAL
LETTERS OR OTHER CORRESPONDENCE WITH THE
9
COMMISSION OR ANY OTHER GOVERNMENTAL AGENCY OR SELF-REGULATORY BODY OR OTHER
BODY HAVING JURISDICTION (INCLUDING ANY DOMESTIC OR FOREIGN SECURITIES EXCHANGE)
RELATING TO SUCH OFFERING OF REGISTRABLE SECURITIES;
(H)
IN THE CASE OF AN UNDERWRITTEN OFFERING, FURNISH UPON REQUEST, (I)
AN OPINION OF COUNSEL FOR LINN ENERGY DATED THE EFFECTIVE DATE OF THE APPLICABLE
REGISTRATION STATEMENT OR THE DATE OF ANY AMENDMENT OR SUPPLEMENT THERETO, AND A
LETTER OF LIKE KIND DATED THE DATE OF THE CLOSING UNDER THE UNDERWRITING
AGREEMENT, AND (II) A "COLD COMFORT" LETTER, DATED THE DATE OF THE APPLICABLE
REGISTRATION STATEMENT OR THE DATE OF ANY AMENDMENT OR SUPPLEMENT THERETO AND A
LETTER OF LIKE KIND DATED THE DATE OF THE CLOSING UNDER THE UNDERWRITING
AGREEMENT, IN EACH CASE, SIGNED BY THE INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE
CERTIFIED LINN ENERGY'S FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY
REFERENCE INTO THE APPLICABLE REGISTRATION STATEMENT, AND EACH OF THE OPINION
AND THE "COLD COMFORT" LETTER SHALL BE IN CUSTOMARY FORM AND COVERING
SUBSTANTIALLY THE SAME MATTERS WITH RESPECT TO SUCH REGISTRATION STATEMENT (AND
THE PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT INCLUDED THEREIN) AS ARE
CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S COUNSEL AND IN ACCOUNTANTS' LETTERS
DELIVERED TO THE UNDERWRITERS IN UNDERWRITTEN OFFERINGS OF SECURITIES AND SUCH
OTHER MATTERS AS SUCH UNDERWRITERS OR SELLING HOLDERS MAY REASONABLY REQUEST;
(I)
OTHERWISE USE ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND MAKE AVAILABLE TO
ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN EARNINGS STATEMENT,
WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT AND RULE 158 PROMULGATED THEREUNDER;
(J)
MAKE AVAILABLE TO THE APPROPRIATE REPRESENTATIVES OF THE MANAGING
UNDERWRITER AND SELLING HOLDERS ACCESS TO SUCH INFORMATION AND LINN ENERGY
PERSONNEL AS IS REASONABLE AND CUSTOMARY TO ENABLE SUCH PARTIES TO ESTABLISH A
DUE DILIGENCE DEFENSE UNDER THE SECURITIES ACT; PROVIDED, HOWEVER, THAT LINN
ENERGY NEED NOT DISCLOSE ANY SUCH INFORMATION TO ANY SUCH REPRESENTATIVE UNLESS
AND UNTIL SUCH REPRESENTATIVE HAS ENTERED INTO OR IS OTHERWISE SUBJECT TO A
CONFIDENTIALITY AGREEMENT WITH LINN ENERGY SATISFACTORY TO LINN ENERGY
(INCLUDING ANY CONFIDENTIALITY AGREEMENT REFERENCED IN SECTION 8.06 OF THE
PURCHASE AGREEMENT);
(K)
CAUSE ALL SUCH REGISTRABLE SECURITIES REGISTERED PURSUANT TO THIS
AGREEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE OR NATIONALLY RECOGNIZED
QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED BY LINN ENERGY ARE THEN
LISTED;
(L)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE REGISTRABLE
SECURITIES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES
OR AUTHORITIES AS MAY BE NECESSARY BY VIRTUE OF THE BUSINESS AND OPERATIONS OF
LINN ENERGY TO ENABLE THE SELLING HOLDERS TO CONSUMMATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES;
(M)
PROVIDE A TRANSFER AGENT