MAY HAVE TO THE ISSUERS OR
THE GUARANTORS SHALL BE LIMITED TO THOSE DUTIES AND OBLIGATIONS SPECIFICALLY
STATED HEREIN; AND (IV) THE INITIAL PURCHASERS AND THEIR RESPECTIVE AFFILIATES
MAY HAVE INTERESTS THAT DIFFER FROM THOSE OF THE ISSUERS AND THE GUARANTORS.
THE ISSUERS AND THE GUARANTORS HEREBY WAIVE ANY CLAIMS THAT THE ISSUERS OR THE
GUARANTORS MAY HAVE AGAINST THE INITIAL PURCHASERS WITH RESPECT TO ANY BREACH OF
FIDUCIARY DUTY IN CONNECTION WITH THIS OFFERING.
15.
NOTICES, ETC.
ALL STATEMENTS, REQUESTS, NOTICES AND AGREEMENTS
HEREUNDER SHALL BE IN WRITING, AND:
(a)
if to the Initial Purchasers, shall be delivered or sent by mail
or facsimile transmission to:
Lehman Brothers Inc., 1271 Avenue of the
Americas, 42nd Fl, New York, New York 10020, Attention:
Syndicate Registration
(Fax: 646-834-8133), with a copy, in the case of any notice pursuant to
Section 8(c), to the Director of Litigation, Office of the General Counsel,
Lehman Brothers Inc., 1271 Avenue of the Americas, 44th floor, New York, New
York 10020 (Fax:
212-520-0421); and
(b)
if to the Issuers, shall be delivered or sent by mail or facsimile
transmission to Linn Energy, LLC, 600 Travis Street, Suite 5100, Houston, Texas
77002, Attention:
General Counsel, Fax:
281-840-4180.
Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.
The Issuers shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the Initial
Purchasers by the Representatives.
16.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE
TO THE BENEFIT OF AND BE BINDING UPON THE INITIAL PURCHASERS, THE ISSUERS, THE
GUARANTORS AND THEIR RESPECTIVE SUCCESSORS.
THIS AGREEMENT AND THE TERMS AND
PROVISIONS HEREOF ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS, EXCEPT THAT
(A) THE REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS OF THE ISSUERS
AND THE GUARANTORS CONTAINED IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE FOR
THE BENEFIT OF THE DIRECTORS, OFFICERS AND EMPLOYEES OF THE INITIAL PURCHASERS
AND EACH PERSON OR PERSONS, IF ANY, WHO CONTROL ANY INITIAL PURCHASER WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT AND (B) THE INDEMNITY AGREEMENT OF
THE INITIAL PURCHASERS CONTAINED IN SECTION 8(B) OF THIS AGREEMENT SHALL BE
DEEMED TO BE FOR THE BENEFIT OF THE DIRECTORS OF THE ISSUERS AND THE GUARANTORS
AND ANY PERSON CONTROLLING THE ISSUERS OR THE GUARANTORS WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT.
NOTHING IN THIS AGREEMENT IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE PERSONS REFERRED TO IN
THIS SECTION 16, ANY LEGAL OR
31
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY
PROVISION CONTAINED HEREIN.
17.
SURVIVAL.
THE RESPECTIVE INDEMNITIES, REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE ISSUERS, THE GUARANTORS AND THE INITIAL PURCHASERS CONTAINED
IN THIS AGREEMENT OR MADE BY OR ON BEHALF OF THEM, RESPECTIVELY, PURSUANT TO
THIS AGREEMENT, SHALL SURVIVE THE DELIVERY OF AND PAYMENT FOR THE NOTES AND
SHALL REMAIN IN FULL FORCE