THE ASSETS IN
ACCORDANCE WITH APPENDIX E.
UPON EXECUTION OF THIS AGREEMENT, LINN SHALL
PROVIDE TO STALLION EVIDENCE THAT LINN HAS OBTAINED THE INSURANCE REQUIRED BY
THIS PARAGRAPH 8 AND THAT LINN HAS CAUSED STALLION TO BE NAMED AS AN ADDITIONAL
INSURED ON SUCH POLICIES INSOFAR AS SAME RELATE TO THE ASSETS. UPON REQUEST,
STALLION SHALL HAVE THE RIGHT TO EXAMINE OR INSPECT THE ORIGINALS OR CERTIFIED
COPIES OF SAID POLICIES OF INSURANCE IN THE OFFICES OF LINN DURING ITS NORMAL
BUSINESS HOURS.
9.
COMPLIANCE WITH LAWS.
IN THE PERFORMANCE BY IT OF ITS SERVICES
HEREUNDER, STALLION WILL COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS
OF ANY GOVERNMENTAL ENTITY OR AGENCY MAINTAINING JURISDICTION AND AUTHORITY IN
CONNECTION THEREWITH.
10.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN
WRITING EXECUTED BY EACH PARTY OR THEIR RESPECTIVE DESIGNATED REPRESENTATIVE.
11.
GOVERNING LAW; DISPUTE RESOLUTION; AND PARTIES IN INTEREST
(A)
THIS AGREEMENT HAS BEEN NEGOTIATED AND EXECUTED AND IS PERFORMABLE IN THE
STATE OF TEXAS.
THIS AGREEMENT SHALL BE CONSTRUED PURSUANT TO, AND ALL DISPUTES
AND CONTROVERSIES ARISING HEREUNDER SHALL BE GOVERNED BY, THE LAWS OF THE STATE
OF TEXAS, WITHOUT REGARD TO THE APPLICATION OF ANY PRINCIPLES OF CONFLICTS OF
LAW.
(B)
ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
INTERPRETATION OR PERFORMANCE OF THIS AGREEMENT SHALL TO THE FULLEST EXTENT
PERMITTED BY LAW, BE SOLELY AND FINALLY DETERMINED BY ARBITRATION CONDUCTED IN
HOUSTON, TEXAS, IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION TO THE EXTENT SUCH RULES DO NOT CONFLICT WITH
THE TERMS HEREOF.
THE DECISION OF THE ARBITRATOR(S) SHALL BE REDUCED TO WRITING
AND SHALL BE BINDING ON THE PARTIES.
JUDGMENT UPON ANY AWARD SO DETERMINED MAY
BE ENTERED AND EXECUTED IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION
MAY BE MADE TO SUCH COURT FOR A JUDICIAL ACCEPTANCE
12
OF THE AWARD AND AN ORDER OF ENFORCEMENT.
THE COSTS AND EXPENSES OF SUCH
ARBITRATION SHALL BE BORNE IN SUCH MANNER AS MAY BE DETERMINED BY SUCH
ARBITRATOR(S).
(C)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE SOLELY TO THE BENEFIT OF
EACH PARTY HERETO, AND NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED TO OR SHALL CONFER UPON ANY OTHER PERSON OR PARTY ANY RIGHT, BENEFIT OR
REMEDY WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
12.
NOTICES AND PAYMENTS
(A)
ALL NOTICES HEREIN PROVIDED TO BE GIVEN SHALL BE GIVEN IN WRITING AND SHALL
BE DEEMED TO HAVE BEEN GIVEN ONLY WHEN RECEIVED BY THE PARTY ENTITLED TO RECEIVE
THE SAME.
(B)
ALL NOTICES HEREIN PROVIDED TO BE GIVEN AND ALL PAYMENTS HEREIN PROVIDED TO
BE MADE SHALL BE GIVEN AND MADE AS FOLLOWS:
If to a Linn Party:
Linn Energy, LLC
650 Washington Road, 8th Floor
Pittsburgh, PA
15228
Attention:
Roland P. Keddie
Facsimile No.:
412-440-1499
With a copy to:
Vinson & Elkins LLP
1001 Fannin Street
2300 First City Tower
Houston, TX 77002
Attention: Jeffery K. Malonson
Facsimile No.: 713-615-5627
If to Stallion: