THE BENEFIT OF SUCH
UNDERWRITERS ALSO BE MADE TO AND FOR SUCH SELLING HOLDER'S BENEFIT AND THAT ANY
OR ALL OF THE CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUCH UNDERWRITERS UNDER
SUCH UNDERWRITING AGREEMENT ALSO BE CONDITIONS PRECEDENT TO ITS OBLIGATIONS.
NO
SELLING HOLDER SHALL BE REQUIRED TO MAKE ANY REPRESENTATIONS OR WARRANTIES TO OR
AGREEMENTS WITH LINN ENERGY OR THE UNDERWRITERS OTHER THAN REPRESENTATIONS,
WARRANTIES OR AGREEMENTS REGARDING SUCH SELLING HOLDER AND ITS OWNERSHIP OF THE
SECURITIES BEING REGISTERED ON ITS BEHALF, ITS INTENDED METHOD OF DISTRIBUTION
AND ANY OTHER REPRESENTATION REQUIRED BY LAW.
IF ANY SELLING HOLDER DISAPPROVES
OF THE TERMS OF AN UNDERWRITING, SUCH SELLING HOLDER MAY ELECT TO WITHDRAW
THEREFROM BY NOTICE TO LINN ENERGY AND THE MANAGING UNDERWRITER; PROVIDED,
HOWEVER, THAT SUCH WITHDRAWAL MUST BE MADE UP TO AND INCLUDING THE TIME OF
PRICING OF SUCH UNDERWRITTEN OFFERING.
NO SUCH WITHDRAWAL OR ABANDONMENT SHALL
AFFECT LINN ENERGY'S OBLIGATION TO PAY REGISTRATION EXPENSES.
Section 2.04
Sale Procedures.
In connection with its obligations
under this Article II, Linn Energy will, as expeditiously as possible:
(A)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR
THE EFFECTIVENESS PERIOD AND AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS
OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED
BY THE REGISTRATION STATEMENT;
(B)
IF A PROSPECTUS SUPPLEMENT WILL BE USED IN CONNECTION WITH THE
MARKETING OF AN UNDERWRITTEN OFFERING FROM THE REGISTRATION STATEMENT AND THE
MANAGING UNDERWRITER AT ANY TIME SHALL NOTIFY LINN ENERGY IN WRITING THAT, IN
THE SOLE JUDGMENT OF SUCH MANAGING UNDERWRITER, INCLUSION OF DETAILED
INFORMATION TO BE USED IN SUCH PROSPECTUS SUPPLEMENT IS OF MATERIAL IMPORTANCE
TO THE SUCCESS OF THE UNDERWRITTEN OFFERING OF SUCH REGISTRABLE SECURITIES, USE
ITS COMMERCIALLY REASONABLE EFFORTS TO INCLUDE SUCH INFORMATION IN SUCH
PROSPECTUS SUPPLEMENT;
(C)
FURNISH TO EACH SELLING HOLDER (I) AS FAR IN ADVANCE AS REASONABLY
PRACTICABLE BEFORE FILING THE REGISTRATION STATEMENT OR ANY OTHER REGISTRATION
STATEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY SUPPLEMENT OR AMENDMENT THERETO,
UPON REQUEST, COPIES OF REASONABLY COMPLETE DRAFTS OF ALL SUCH DOCUMENTS
PROPOSED TO BE FILED (INCLUDING EXHIBITS AND EACH DOCUMENT INCORPORATED BY
REFERENCE THEREIN TO THE EXTENT THEN REQUIRED BY THE RULES AND REGULATIONS OF
THE COMMISSION), AND PROVIDE EACH SUCH SELLING HOLDER THE OPPORTUNITY TO OBJECT
TO ANY INFORMATION PERTAINING TO SUCH SELLING HOLDER AND ITS PLAN OF
DISTRIBUTION THAT IS CONTAINED THEREIN AND MAKE THE CORRECTIONS REASONABLY
REQUESTED BY SUCH SELLING HOLDER WITH RESPECT TO SUCH INFORMATION PRIOR TO
FILING THE REGISTRATION STATEMENT OR SUCH OTHER REGISTRATION STATEMENT OR
SUPPLEMENT OR AMENDMENT THERETO, AND (II) SUCH NUMBER OF COPIES OF THE
REGISTRATION STATEMENT
8
OR SUCH OTHER REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN AND ANY
SUPPLEMENTS AND AMENDMENTS THERETO AS SUCH PERSONS MAY REASONABLY REQUEST IN
ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF THE REGISTRABLE
SECURITIES COVERED