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ATTACHMENT A ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTEREST AND AMENDMENT TO THE PARTNERSHIP AGREEMENT OF RIDGE VIEW COMMONS ASSOCIATES ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTEREST AND AMENDMENT TO THE PARTNERSHIP AGREEMENT OF RIDGE VIEW COMMONS ASSOCIATES (the "Amendment dated as of October 2009, by and among CHEVRON U.S.A. INC., a Pennsylvania corporation, as the original (and Assigning) Investor Limited Partner (the "Assignor EDEN HOUSING, INC., a California nonprofit public benefit corporation (the "Assignee RVC INVESTMENTS, INC., a California nonprofit public benefit corporation (the "General Partner and RIDGE VIEW COMMONS ASSOCIATES, a California limited partnership (the "Partnership Preliminary Statement WHEREAS, the Assignor acquired an interest as the original Investor Limited Partner of the Partnership (the "Interest pursuant to the terms of the First Amended and Restated Limited Partnership Agreement of the Partnership dated as of November 15, 1989 (as amended through the date hereof, the "Partnership Agreement"); WHEREAS, the Assignee wishes to exercise its option to purchase the Assignor's interest in the Partnership. WHEREAS, the Partnership and Assignee entered into an Option Agreement dated as of November 15, 1989 as amended on June 17, 2004 (the "Option Agreement WHEREAS, Section 10.3.1 of the Partnership Agreement authorizes the Assignor to transfer the Interest to the Assignee with the Consent of the General Partner; WHEREAS, Section 10.5 of the Partnership Agreement authorizes the admission of the Assignee as a Substitute Limited Partner of the Partnership upon satisfaction of certain conditions, including the permission of the General Partner to effect such substitution; WHEREAS, the Assignor wishes to assign its Interest to the Assignee and the Assignee wishes to accept such assignment of the Interest for the consideration and upon the terms and conditions hereinafter set forth above; WHEREAS, the General Partner is willing to consent to and acknowledge the assignment of the Interest and to admit the Assignee as a Substitute Limited Partner in accordance herewith; WHEREAS, the Assignee is willing to undertake all of the obligations of a Limited Partner under the Partnership Agreement (the "Obligations and WHEREAS, the Partnership and the General Partner desire to acknowledge such undertaking of the Obligations by the Assignee; NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties hereto, the parties agree as follows: N 8895603_v1