Acknowledgment and Consent Sample Contracts

ACKNOWLEDGMENT AND CONSENT
Acknowledgment and Consent • March 15th, 2005 • Health Care Property Investors Inc • Real estate investment trusts • New York

THIS ACKNOWLEDGMENT AND CONSENT (this “Agreement”) dated as of March 1, 2005 is by and among Merrill Lynch Bank USA (“Lender”), The Boyer Company, L.C., a Utah limited liability company (“Borrower”), HCPI/Utah, LLC, a Delaware limited liability company (the “Down REIT Sub”), each of the entities that is affiliated with Borrower and that is a signatory hereto under the designation “Pledgor” (individually and collectively, as the context requires, “Pledgor”), and Health Care Property Investors, Inc., a Maryland corporation (“HCPI”).

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ACKNOWLEDGMENT AND CONSENT (HCPI II)
Acknowledgment and Consent • August 6th, 2007 • Health Care Property Investors Inc • Real estate investment trusts • Utah

THIS ACKNOWLEDGMENT AND CONSENT (“Agreement”) dated as of May 11, 2007 is by and among ZIONS FIRST NATIONAL BANK, a national banking association (“Lender”); KC GARDNER COMPANY, L.C., a Utah limited liability company (“Borrower”); HCPI/UTAH II, LLC, a Delaware limited liability company (the “Down REIT Sub”); Gardner Property Holdings, L.C., a Utah limited liability company (“Pledgor”); and Health Care Property Investors, Inc., a Maryland corporation (“HCPI”).

ACKNOWLEDGMENT AND CONSENT
Acknowledgment and Consent • December 11th, 2008 • Penn Traffic Co • Retail-grocery stores • New York

This ACKNOWLEDGMENT AND CONSENT, dated as of October ___, 2008 (this “Consent”) is by and among: (a) THE PENN TRAFFIC COMPANY, a Delaware corporation (“Penn Traffic”), PENNY CURTISS BAKING COMPANY, INC., a New York corporation, and BIG M SUPERMARKETS, INC., a New York corporation (jointly, severally and collectively referred to herein, together with Penn Traffic, as “Borrowers” and individually as “Borrower”); (b) the other Credit Parties signatory hereto; (c) KIMCO CAPITAL CORP., a Delaware corporation, for itself, as Lender, and as Agent for the Lenders (in such capacity, the “Agent”); and (d) the other Lenders signatory hereto from time to time (collectively, the “Lenders”).

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”).

ACKNOWLEDGMENT AND CONSENT
Acknowledgment and Consent • August 30th, 2002 • Health Care Property Investors Inc • Real estate investment trusts • New York

THIS ACKNOWLEDGMENT AND CONSENT (this “Agreement”) dated as of June 12, 2002 is by and among Merrill Lynch Private Finance Inc., a Delaware corporation (“Lender”), The Boyer Company, L.C., a Utah limited liability company (“Borrower”), HCPI/Utah, LLC, a Delaware limited liability company (the “Down REIT Sub”), each of the entities that is affiliated with Borrower and that is a signatory hereto under the designation “Pledgor” (individually and collectively, as the context requires, “Pledgor”), and Health Care Property Investors, Inc., a Maryland corporation (“HCPI”).

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