Common use of Acceptance, Assumption and Acknowledgment Clause in Contracts

Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, each of the General Partner and the Partnership hereby accepts P66 Company’s assignment of the GP Membership Interests and LP Membership Interests, respectively, pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Medford and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable; (b) Effective as of the New Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Medford and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests. HN\1123435.2

Acceptance, Assumption and Acknowledgment. (a) Effective as of the Effective Time, each of the General Partner and the Partnership hereby accepts P66 Company’s assignment of the GP Membership Interests and LP Membership Interests, respectively, pursuant to Section 1(a) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Medford Gold Line and assumes and agrees to perform all of P66 Company’s agreements and obligations existing or arising with respect to the GP Membership Interests or LP Membership Interests, as applicable; (b) Effective as of the New Effective Time, the Partnership hereby accepts the General Partner’s assignment of the GP Membership Interests pursuant to Section 1(b) and hereby acknowledges and agrees to be bound by the terms of the LLC Agreement as a member of Medford Gold Line and assumes and agrees to perform all of the General Partner’s agreements and obligations existing or arising with respect to the GP Membership Interests. HN\1123435.2.