AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE
DATE OF SUCH REGISTRATION STATEMENT; AND
(N)
ENTER INTO CUSTOMARY AGREEMENTS AND TAKE SUCH OTHER ACTIONS AS ARE
REASONABLY REQUESTED BY THE SELLING HOLDERS OR THE UNDERWRITERS, IF ANY, IN
ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
10
(O)
LINN ENERGY AGREES THAT, IF ANY PURCHASER COULD REASONABLY BE
DEEMED TO BE AN "UNDERWRITER", AS DEFINED IN SECTION 2(A)(11) OF THE SECURITIES
ACT, IN CONNECTION WITH THE REGISTRATION STATEMENT IN RESPECT OF ANY
REGISTRATION OF LINN ENERGY'S SECURITIES OF ANY PURCHASER PURSUANT TO THIS
AGREEMENT, AND ANY AMENDMENT OR SUPPLEMENT THEREOF (ANY SUCH REGISTRATION
STATEMENT OR AMENDMENT OR SUPPLEMENT A "PURCHASER UNDERWRITER REGISTRATION
STATEMENT"), THEN LINN ENERGY WILL COOPERATE WITH SUCH PURCHASER IN ALLOWING
SUCH PURCHASER TO CONDUCT CUSTOMARY "UNDERWRITER'S DUE DILIGENCE" WITH RESPECT
TO LINN ENERGY AND SATISFY ITS OBLIGATIONS IN RESPECT THEREOF.
IN ADDITION, AT
ANY PURCHASER'S REQUEST, LINN ENERGY WILL FURNISH TO SUCH PURCHASER, ON THE DATE
OF THE EFFECTIVENESS OF ANY PURCHASER UNDERWRITER REGISTRATION STATEMENT AND
THEREAFTER FROM TIME TO TIME ON SUCH DATES AS SUCH PURCHASER MAY REASONABLY
REQUEST, (I) A LETTER, DATED SUCH DATE, FROM LINN ENERGY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING,
ADDRESSED TO SUCH PURCHASER, AND (II) AN OPINION, DATED AS OF SUCH DATE, OF
COUNSEL REPRESENTING LINN ENERGY FOR PURPOSES OF SUCH PURCHASER UNDERWRITER
REGISTRATION STATEMENT, IN FORM, SCOPE AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN
AN UNDERWRITTEN PUBLIC OFFERING, INCLUDING A STANDARD "10B-5" OPINION FOR SUCH
OFFERING, ADDRESSED TO SUCH PURCHASER; PROVIDED, HOWEVER, THAT WITH RESPECT TO
ANY PLACEMENT AGENT, LINN ENERGY'S OBLIGATIONS WITH RESPECT TO THIS SECTION
2.04(O) SHALL BE LIMITED TO ONE TIME, WITH AN ADDITIONAL BRING-DOWN REQUEST
WITHIN 30 DAYS OF THE DATE OF SUCH DOCUMENTS.
LINN ENERGY WILL ALSO PERMIT
LEGAL COUNSEL TO SUCH PURCHASER TO REVIEW AND COMMENT UPON ANY SUCH PURCHASER
UNDERWRITER REGISTRATION STATEMENT AT LEAST FIVE BUSINESS DAYS PRIOR TO ITS
FILING WITH THE COMMISSION AND ALL AMENDMENTS AND SUPPLEMENTS TO ANY SUCH
PURCHASER UNDERWRITER REGISTRATION STATEMENT WITHIN A REASONABLE NUMBER OF DAYS
PRIOR TO THEIR FILING WITH THE COMMISSION AND NOT FILE ANY PURCHASER UNDERWRITER
REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO IN A FORM TO WHICH
SUCH PURCHASER'S LEGAL COUNSEL REASONABLY OBJECTS.
Each Selling Holder, upon receipt of notice from Linn Energy of the happening of
any event of the kind described in Section 2.04(e) of this Agreement, shall
forthwith discontinue disposition of the Registrable Securities until such
Selling Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.04(e) of this Agreement or until it is advised in
writing by Linn Energy that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings incorporated by
reference in the prospectus, and, if so directed by Linn Energy, such Selling
Holder