Linn Energy, LLC (LINE)

At the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

(a)  Conveyances of the Assets, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Seller;

(b)  assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, duly executed by Seller;

(c)  letters-in-lieu of transfer orders covering the Assets that are provided by Purchaser pursuant to Section 7.4, duly executed by Seller;

(d)  a certificate duly executed by an authorized corporate officer of Seller, dated as of Closing, certifying on behalf of Seller that to the best of its knowledge the conditions set forth in Sections 8.2(a), 8.2(b) and 8.2(c) have been fulfilled; and

(e)  an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code.

At the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

31

(a)  Conveyances of the Assets, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Seller;

(b)  assignments, on appropriate forms, of state and of federal leases comprising portions of the Assets, duly executed by Seller;

(c)  letters-in-lieu of transfer orders covering the Assets that are provided by Purchaser pursuant to Section 7.4, duly executed by Seller;

(d)  a certificate duly executed by an authorized corporate officer of Seller, dated as of Closing, certifying on behalf of Seller that to the best of its knowledge the conditions set forth in Sections 8.2(a), 8.2(b) and 8.2(c) have been fulfilled; and

(e)  an executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign person within the meaning of the Code.