0001104659-10-021966 Sample Contracts

ACKNOWLEDGMENT AND CONSENT
Acknowledgment and Consent • April 27th, 2010 • Hcp, Inc. • Real estate investment trusts • New York

THIS ACKNOWLEDGMENT AND CONSENT (this “Agreement”) dated as of February 5, 2010 is by and among ML Private Finance, LLC (“Lender”), A. Daniel Weyland, an individual (“Borrower”), HCPI/Tennessee, LLC, a Delaware limited liability company (the “Down REIT Sub”), and HCP, Inc., a Maryland corporation (formerly known as Health Care Property Investors, Inc.) (“HCP”).

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