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ATTACHMENT A (c) The parties acknowledge that they freely and voluntarily assent to all the terms and conditions of the mutual general releases set forth in this paragraph 10. (d) Each of the parties acknowledges, in executing the mutual general releases set forth in this paragraph 10, that it does so with full knowledge of any and all rights and benefits that it might otherwise have had under applicable law, and it hereby waives and relinquishes any and all such rights and benefits. Each party acknowledges and agrees that this waiver is an essential and material term hereof, without which such releases would not have been entered into. 11. With respect to the obligations to the Assignor set forth in this Amendment, the Partnership, the General Partner and Assignee shall indemnify and hold harmless the Assignor from any claims, remarks, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages and judgment, including in the case of a breach of paragraph 8, recapture, interest and penalties as well as attorneys' fees, incurred by the Assignor relative to the Partnership or the transactions contemplated by this Amendment. 12. As of the Effective Date, the Partnership shall forthwith cause an amendment to the Certificate of Limited Partnership of the Partnership, if required, and cause this Amendment to the Partnership Agreement and any other necessary papers to be filed, recorded and published wherever required showing such substitution. 13. The parties hereto hereby confirm the continuing validity and enforceability of the Partnership Agreement and acknowledge that the Assignee shall succeed to all rights and obligations of the Assignor thereunder as of the Effective Date. This provision shall be construed to amend the Partnership Agreement to the extent necessary to give effect to the provisions of this Amendment. 14. The parties agree that the assignment of the Interest and the other transactions effected hereby shall be effective for all purposes as of the Effective Date. 15. Effective as of the Effective Date, Schedule A to the Partnership Agreement is hereby replaced with the attached Schedule A. 16. This instrument may be executed in several counterparts and all counterparts so executed (whether original or in facsimile form) shall constitute one agreement binding on all parties hereto, notwithstanding that all parties have not signed the original or the same counterpart. 17. This Amendment (i) shall be construed in accordance with the internal laws of the State of California, (ii) may not be amended, modified or terminated except in a writing signed by all parties hereto, and (iii) shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, personal representatives, successors and assigns of the parties hereto. 8895603 v1 5