4.07 AND ARTICLE VII OF THIS AGREEMENT SHALL REMAIN
OPERATIVE AND IN FULL FORCE AND EFFECT UNLESS SUCH OBLIGATIONS ARE EXPRESSLY
TERMINATED IN A WRITING BY THE PARTIES REFERENCING THE PARTICULAR ARTICLE OR
SECTION, REGARDLESS OF ANY PURPORTED GENERAL TERMINATION OF THIS AGREEMENT.
SECTION 8.03.
NO WAIVER; MODIFICATIONS IN WRITING.
(A)
DELAY.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY IN EXERCISING
ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT, POWER OR
REMEDY.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE
OF ANY REMEDIES THAT MAY BE AVAILABLE TO A PARTY AT LAW OR IN EQUITY OR
OTHERWISE.
(B)
SPECIFIC WAIVER.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
OR THE REGISTRATION RIGHTS AGREEMENT, NO AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
BASIC DOCUMENT SHALL BE EFFECTIVE UNLESS SIGNED BY EACH OF THE PARTIES OR EACH
OF THE ORIGINAL SIGNATORIES THERETO AFFECTED BY SUCH AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION.
ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF OR TO
ANY PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT, ANY WAIVER OF ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT AND ANY CONSENT TO ANY
DEPARTURE BY LINN ENERGY FROM THE TERMS OF ANY PROVISION OF THIS AGREEMENT OR
ANY OTHER BASIC DOCUMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND
FOR THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT WHERE NOTICE IS
SPECIFICALLY REQUIRED BY THIS AGREEMENT, NO NOTICE TO OR DEMAND ON ANY PARTY IN
ANY CASE SHALL ENTITLE ANY PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 8.04.
BINDING EFFECT; ASSIGNMENT.
(A)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON LINN ENERGY,
EACH PURCHASER, AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL NOT BE CONSTRUED
SO AS TO CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN THE PARTIES TO
THIS AGREEMENT AND AS PROVIDED IN ARTICLE VII, AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS.
(B)
ASSIGNMENT OF PURCHASED CLASS D UNITS AND PURCHASED UNITS.
ALL OR
ANY PORTION OF A PURCHASER'S PURCHASED CLASS D UNITS OR PURCHASED UNITS
PURCHASED PURSUANT TO THIS
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AGREEMENT MAY BE SOLD, ASSIGNED OR PLEDGED BY SUCH PURCHASER, SUBJECT TO
COMPLIANCE WITH APPLICABLE SECURITIES LAWS, SECTION 5.04 OF THIS AGREEMENT, AND
THE REGISTRATION RIGHTS AGREEMENT.
(C)
ASSIGNMENT OF RIGHTS.
EACH PURCHASER MAY ASSIGN ALL OR ANY
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE CONSENT
OF LINN ENERGY (I) TO ANY AFFILIATE OF SUCH PURCHASER OR (II) IN CONNECTION WITH
ENTERING INTO A TOTAL RETURN SWAP OR TRANSFERRING ITS PURCHASED CLASS D UNITS
AND THE PURCHASED UNITS TO A SWAP COUNTERPARTY, AND IN EACH CASE THE ASSIGNEE
SHALL BE DEEMED TO BE A PURCHASER