Exhibit 4.30


ACKNOWLEDGMENT AND CONSENT

(HCPI II)


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”).


RECITALS:


A.            The Pledgor is a Non-Managing Member
of the Down REIT Sub pursuant to that certain Amended and Restated Limited
Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001,
(as amended, the “LLC Agreement”).
Further, the Pledgor holds all right, title and interest in not less than one
hundred fifty thousand three hundred thirty-one (150,331) Non-Managing Member
Units (collectively, “Pledged Units”)
of the Down REIT Sub pursuant to that certain Assignment of Non-Managing Member
Units (“HCPI II Assignment Agreement”), dated
as of March 1, 2007, by and among the Pledgor and each of the other entities
that is a signatory to the HCPI II Assignment Agreement under the collective
designation “Assignor.” As of the date of this Agreement, the Pledged Units are
evidenced by the LLC Unit Certificates referred to on Exhibit A (collectively,
the “Certificates”). All references herein
to the Pledged Units shall include all additional or substituted Non-Managing
Member Units, from time to time pledged to Lender pursuant to the Loan, as
defined below, and all references herein to the Certificates shall include the
Certificates related to such additional or substituted Non-Managing Member
Units.


B.            Lender is a party to that certain
loan arrangement, dated as of the date hereof, by and between Borrower and
Lender (as hereafter amended, supplemented or otherwise modified from time to
time, the “Loan”), whereby Lender has agreed
to lend to Borrower from time to time, on a revolving basis, an amount not to
exceed $15,000,000.00 as presently established.


C.            The Loan is secured by, inter alia,
(i) all of the Pledgor’s right, title and interest in the Pledged Units, and
(ii) all of Pledgor’s registration rights with respect to the Pledged Units
pursuant to that certain Registration Rights Agreement dated August 17, 2001,
described in Section 3 of the HCPI II Assignment Agreement (“Registration Rights Agreement”). The Loan is also secured by
similar collateral security pertaining to HCPI/Utah, LLC, a Delaware limited
liability company (“HCPI/Utah, LLC”)
as confirmed in the Acknowledgment and Consent, dated as of the date hereof,
among Lender, Borrower, Pledgor, HCPI, and HCPI/Utah, LLC.


D.            The parties hereto desire to enter
into this Agreement for the purpose of setting forth certain agreements among
Lender, Borrower, Pledgor, HCPI and the Down REIT Sub with respect to the
Collateral.


E.             Capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to them in
the LLC Agreement.













AGREEMENT


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


1.             Definitions.
As used in this Agreement, the following terms shall have the meanings
hereinafter set forth unless the context shall otherwise require.


a.             “Collateral”
shall mean, collectively, the Pledged Units, the Pledged Shares and any and all
securities issued or issuable on the conversion or redemption of the Pledged
Units or Pledged Shares, or cash or other distributions of every kind in
respect of any of the foregoing.


b.             “Commission”
shall mean the Securities and Exchange Commission.


c.             “Default”
shall mean any “Event of Default” as that term is defined in the Promissory
Note.


d.             “Material
Adverse Effect” shall mean (i) an adverse condition or event
material to, (ii) a material adverse effect on, or (iii) a material adverse
change in, as the case may be, any one or more of the following: (A) the
business, assets, results of operations, financial condition or prospects of
HCPI or the Down REIT Sub, as the case may be, or (B) the ability of HCPI or
the Down REIT Sub, as the case may be, to perform its obligations under any
material contract to which it is a party.


e.             “Pledged
Shares” shall mean REIT Shares which are exchanged by HCPI for any
Pledged Units which are tendered to HCPI, as the Managing Member of the Down
REIT Sub, pursuant to the exchange provisions set forth in Section 8.6 of the
LLC Agreement, as the same are amended as provided in Section 7.b.i below.


f.              “Promissory
Note” shall mean that certain promissory note in the principal
amount of $15,000,000.00, executed by Borrower in favor of Lender in connection
with the Loan.


g.             “Registration
Rights” shall mean a Pledgor’s rights under the Registration Rights
Agreement, as supplemented and modified in Section 7.b below.


h.             “S-3
Expiration Date” means the date on which Form S-3 (or a similar
successor form of registration statement) is not available to HCPI for the
registration of REIT Shares pursuant to the Securities Act.


i.              “Securities
Act” shall mean the Securities Act of 1933, as amended.



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2.             Acknowledgment
of Pledge.


a.             HCPI and the Down REIT Sub hereby
agree, acknowledge and approve, as being subject to, but complying with Section
11.3 of the LLC Agreement, (i) the grant by Pledgor to Lender of a security
interest in the Collateral pursuant to the Loan, and (ii) subject to Section 7.a
below, the Transfer, to Lender or other purchaser at foreclosure, of the
Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each
reference herein to foreclosure to include such a transfer) thereon by Lender
under or pursuant to the Loan; provided, however, that such acknowledgement and
approval of the Down REIT Sub is not, and shall not be construed to be, the
consent to or approval of any other Transfer in the event Lender or other
purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI
agrees to note in its and the Down REIT Sub’s books and records that the
Pledgor has granted to Lender a security interest in the Collateral and agrees
that upon delivery to HCPI by Lender of the Certificates evidencing ownership
of the Pledged Units, together with original unit powers duly executed by
Pledgor in blank in the form attached hereto as Exhibit B, if requested by
Lender, HCPI will register in its books and records, or the books and records
of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or
its nominee. HCPI agrees that it will not register the Pledged Units (or any
entitlement to any dividend, distribution or other proceeds thereof) into the
name of any person other than Pledgor or recognize any person other than
Pledgor as the owner of such Pledged Units, without the prior written consent
of Lender.


b.             HCPI and the Down REIT Sub agree
that notwithstanding Section 11.3.D of the LLC Agreement, they will not require
an opinion of counsel in order for the Down REIT Sub and HCPI to recognize the
Pledgor’s pledge of the Pledged Units and the grant of a security interest to
Lender in the Collateral.


c.             HCPI and the Down REIT Sub hereby
acknowledge receipt of copies of the Instructions to Register Security Interest
attached hereto as Exhibit C (the “Instructions”) and the notice of Lender’s
security interest contained therein and agree to comply with the terms of the
Instructions.


d.             HCPI and the Down REIT Sub hereby
agree that by virtue of Lender holding a security interest in the Pledged Units
(i) Lender does not and shall not become a Substituted Member under Section
11.4 of the LLC Agreement unless and until Lender forecloses on the Pledged
Units and (ii) Lender does not and shall not undertake any obligations or
liabilities of Pledgor of any nature whatsoever pertaining to the Pledged Units
or under the LLC Agreement, both before or after any foreclosure by Lender on
the Pledged Units.


e.             HCPI and the Down REIT Sub
acknowledge and agree that upon the execution and delivery to Lender by the
Pledgor of this Agreement, the Loan and all schedules hereto and thereto to
which the Pledgor is a party, and the Certificates, the Pledgor will not be
required to sign any other documents or take any other action with respect to
the Transfer of the Pledged Units to Lender in connection with the exercise of
Lender’s rights under this Agreement.


f.              The parties acknowledge and agree
that Lender and Borrower may from time to time further modify the Loan,
including by way of adding additional entities as pledgors thereunder and/or by
adding additional Non-Managing Member Units as Pledged Units. Any such
additional entities added as pledgors and/or any existing pledgors who pledge 



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additional Pledged Units
shall concurrently acknowledge their status as parties to this Agreement on
such terms and with the same force and effect as if each such entity had
originally executed and delivered same. Lender shall give written notice
thereof to the Down REIT Sub, HCPI and each pledgor contemporaneously with any
such modification of the Loan; no written consent or other acknowledgement
shall be required from any entity to which such notice is sent as a condition
to the effectiveness of the foregoing. Such notice shall include such further
amendment and restatement of Exhibit A and Exhibit C to this Agreement as
necessary in order to reflect the Certificates corresponding to additional
Pledged Units of each such entity added as an additional pledgor and/or the
additional Pledged Units of each such existing pledgor. Following such
notification from Lender, each reference to “Pledgor”
in this Agreement shall be understood to include for all purposes any such
entity so added to the Loan.


3.             Notices.
Unless and until HCPI has received written notice from Lender to the effect
that Lender no longer claims any interest in the Collateral, (a) HCPI shall
send to Lender a copy of each notice sent to holders of LLC Units by HCPI under
the LLC Agreement as and when it delivers such notice to Pledgor, including any
notice of Reduction pursuant to Section 8.6.D of the LLC Agreement, and (b) at
the written request of Lender, HCPI shall send to Lender a copy of each other
communication, report or other information from time to time sent to Pledgor as
holder of the Pledged Units or Pledged Shares.


4.             Amendments
to Registration Rights Agreement and the LLC Agreement. Unless and
until HCPI has received written notice from Lender to the effect that Lender no
longer claims any interest in the Collateral, (a) no amendment of, termination
of, or supplement to, the Registration Rights Agreement shall be effective
without the prior written consent of Lender, and (b) no amendment of,
termination of or supplement to the LLC Agreement for which the consent of
Pledgor is required shall be effective without the prior written consent of
Lender, which consent shall not be unreasonably withheld; provided that if
written disapproval is not received from Lender within 10 Business Days
following receipt by Lender of a written request to approve such amendment
(which request shall specifically reference the time limitation imposed by this
Section 4), then Lender’s approval of such amendment shall be deemed to have
been given.


5.             Distributions.


a.             Following receipt by the Down REIT
Sub of written notice (which notice shall specifically reference this Section 5
of this Agreement) from Lender that a Default has occurred and is continuing (a
“Default Notice”): (i) upon the written instruction of Lender and until
instructions to the contrary are received from Lender, the Down REIT Sub shall
remit to Lender all cash distributions otherwise payable to Pledgor in respect
of the Pledged Units, and HCPI shall remit to Lender all cash dividends
otherwise payable to Pledgor in respect of the Pledged Shares, of any nature,
and (ii) upon the written instruction of Lender and until instructions to the
contrary are received from Lender, all rights of Pledgor to exercise the voting
or other consensual rights that Pledgor would otherwise be entitled to exercise
in respect of the Collateral shall cease, and all such rights (and any other
rights Pledgor may have in respect of the Collateral) shall thereupon become
vested in Lender, which shall have the sole right to exercise such rights,
until further notice from Lender. With respect to cash distributions payable
during such time as no event of Default is occurring, Pledgor hereby directs
the Down REIT Sub and/or 



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HCPI, as the case may be,
and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any
and all such dividends and distributions in the following account: Western
National Trust Company Custody Account No. 4504500. Any amounts paid to the
Lender or its designee as contemplated by the terms of the foregoing shall be
treated as amounts paid or distributed to Pledgor for all purposes of the LLC
Agreement, or other agreement pursuant to which the payment or distribution is
made or is required to be made and shall be deemed to satisfy the obligations
of the Down REIT Sub or HCPI to make such payment thereunder. Pledgor hereby
agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach
of its obligations under, or in violation of the provisions of, any such
agreement by virtue of having made such payments in the foregoing manner.


b.             From and after the date of this
Agreement, and whether or not a Default has occurred and is continuing, if
Pledgor shall become entitled to receive, in connection with any of the
Collateral, any:


(i)            LLC Units or stock certificates
(including, without limitation, stock certificates relating to the Pledged
Shares), including, without limitation, any certificates (1) issued in respect
of additional properties contributed by Pledgor to the Down REIT Sub, or (2)
representing a dividend or distribution or issued in connection with any
increase or reduction of capital, reclassification, merger, consolidation, sale
of assets, combination of shares or partnership units, stock or partnership
units split, spin-off, or split-off;


(ii)           Options, warrants, rights or other
securities or instruments, whether as an addition to, or in substitution or in
exchange for, any of the Collateral, or otherwise;


(iii)          Dividends or distributions payable in
property other than cash, including securities issued by other than the issuer
of any of the Collateral; or


(iv)          Any sums paid in redemption of any of
the Collateral, then HCPI shall deliver the same to Lender, to be held by
Lender as part of the Collateral. Any amounts paid to the Lender or its
designee as contemplated by the terms of the foregoing shall be treated as
amounts paid or distributed to Pledgor for all purposes of the LLC Agreement,
or other agreement pursuant to which the payment or distribution is made or is
required to be made and shall be deemed to satisfy the obligations of the Down
REIT Sub or HCPI to make such payment thereunder. Pledgor hereby agrees that
neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its
obligations under, or in violation of the provisions of, any such agreement by
virtue of having made such payments in the foregoing manner.


6.             Registration
Rights and Registration Statements. In the name of and on behalf of
Pledgor, Lender shall have the right to exercise Pledgor’s Registration Rights
with respect to any Pledged Units then owned by Pledgor and held by Lender,
including without limitation (i) subject to the terms and conditions of the
Registration Rights Agreement, the right to enforce the applicable provisions
of the Registration Rights Agreement pertaining to HCPI’s obligation to file
with the Commission a registration statement on Form S-3 (the “Issuance
Registration Statement”) covering, among other things, the issuance to Lender
of REIT Shares issued or to be issued by the Down REIT Sub upon exchange of the
Pledged Units attached 



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hereto and naming Lender
as a “Selling Shareholder” thereunder and
(ii) the right to request, at the times and in the manner set forth in the
Registration Rights Agreement, HCPI to register for sale under the Securities
Act any Pledged Shares issuable or issued upon exchange of Pledged Units;
provided, however, that, in the case of a Demand Registration pursuant to
Section 3.1(a) of the Registration Rights Agreement, the Down REIT Sub agrees
that Lender shall not be subject to the once-every-twelve-months limitation set
forth in clause (i) thereof (provided that if at any time Lender has exercised
a Demand Registration right in the previous twelve month period, for which the
Down REIT Sub or HCPI has paid the expenses thereof, as provided in Section 3.4
of the Registration Rights Agreement, Lender shall pay the expenses described
in Section 3.4 of the Registration Rights Agreement in connection with the
filing of such Demand Registration), nor shall Lender be subject to the
$1,000,000 minimum requirement referred to in clause (ii) thereof if Lender is
exercising Demand Registration Rights with respect to all of the Pledged Shares
it owns or has the right to acquire upon an Exchange. Pledgor hereby
irrevocably appoints Lender as its attorney-in-fact to exercise any such
Registration Rights, and irrevocably instructs HCPI to honor any such exercise
by Lender of Pledgor’s Registration Rights.


7.             Rights upon
Default.


a.             Restrictions
on Transfer. Upon foreclosure of any Pledged Units, the Lender shall
be entitled to Transfer such Pledged Units, in whole or in part, subject to
applicable restrictions set forth in Section 11.3 through 11.6 of the LLC
Agreement; provided, however, that HCPI and the Down REIT Sub acknowledge and
agree that (i) the provisions of Section 11.6.C shall not apply to any
foreclosure by Lender on any Pledged Units, (ii) to the extent any such
restrictions require the consent of HCPI or the Down REIT Sub, HCPI and the
Down REIT Sub hereby provide their consent to such foreclosure, (iii) if Lender
or a purchaser of Pledged Units at foreclosure is prohibited from becoming a
Substituted Member of HCPI, Lender or such purchaser may become an Assignee in
accordance with such restrictions, (iv) the Down REIT Sub shall conduct its business
in the ordinary course in accordance with past practices, and (v) neither
Lender nor any purchaser of Pledged Units or Pledged Shares at foreclosure
shall be obligated to assume, or otherwise be responsible for, any obligation
Pledgor may have under the LLC Agreement or any other obligation of Pledgor
accrued prior to foreclosure under the LLC Agreement; provided that nothing in
this subclause 7.a.(v) shall release or reduce any prior obligations of Pledgor
to HCPI or the Down REIT Sub, it being acknowledged and agreed by the Down REIT
Sub or HCPI that the Down REIT Sub and HCPI have recourse against Pledgor only
and not against Lender. HCPI further acknowledges and agrees that the aforesaid
restrictions do not apply to Pledged Shares. Lender acknowledges and agrees
that the Pledged Shares are subject to certain restrictions on ownership and
transfer as set forth in the Charter of HCPI as amended from time to time.


b.             Exchange of
Pledged Shares; Foreclosure. In addition to (i) Lender’s rights
under Section 5 of this Agreement, (ii) Lender’s rights as a pledgee,
transferee or Assignee at foreclosure of LLC Units or a Membership Interest as
provided in the LLC Agreement, and (iii) any and all other rights Lender may
have in respect of a Default under any other agreement, document or instrument,
or under applicable law, upon the occurrence of any one or more Defaults
(including, without limitation, the right of Lender to exercise its rights
under the Loan to foreclose on or acquire the entire interest of Pledgor in all
or any portion of any Collateral), Lender shall thereupon and thereafter during
the continuance thereof have the 



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right, in its sole and
absolute discretion, to do or cause to be done any one or more of the
following:


(i)            Exchange of Pledged Units.
Lender shall have the right, upon written notice to the Down REIT Sub and in
the name of and on behalf of Pledgor, to exercise Pledgor’s exchange rights and
require HCPI to exchange all or any portion (as selected and in such order as
Lender may elect in its sole discretion) of the Pledged Units in accordance
with Section 8.6.A of the LLC Agreement (the “Exchange
Rights”). Any request for such exchange shall be made on the form of
Notice of Exchange attached hereto as Exhibit D. Pledgor hereby irrevocably
appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and
irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by
Lender of the Exchange Rights. HCPI hereby agrees that upon any such exercise
of the Exchange Rights, HCPI shall deliver the entire Cash Amount or REIT
Shares to Lender, in each case without deduction in respect of any claim which
HCPI or the Down REIT Sub may from time to time have of any nature or kind
against Pledgor (other than with respect to any withholding tax obligation
imposed by law on the Down REIT Sub with respect to any amount distributable or
allocable to Pledgor in respect of Pledged Units, as contemplated in Section
5.3 of the LLC Agreement).


In
addition to the foregoing, the second sentence of Section 8.6A of the LLC
Agreement is hereby amended with respect to Lender to provide that
notwithstanding the first sentence of Section 8.6.A of the LLC Agreement,
after, or concurrently with, receipt by HCPI of any Default Notice, the Lender
shall have the right to (i) tender Pledged Units for Exchange (subject to the
following terms and conditions of Section 8.6.A of the LLC Agreement) and
require the Down REIT Sub to acquire up to the number of Pledged Units
specified in the Notice of Exchange as referred to in the definition of “Specified Exchange Date” set forth in subparagraph (c)
immediately following; provided, however that Lender may tender Pledged Units
for Exchange hereunder once irrespective of the aggregate market value of such
Pledged Units, and an unlimited number of times, provided the aggregate market
value of such Pledged Units is at least $1,000,000 on the date of any such
Notice of Exchange.


In
connection with the foregoing, the definition of the term “Specified
Exchange Date” in the LLC Agreement shall, with respect to Lender
and only with respect to Lender, be amended to read as follows:


“Specified Exchange Date” means in the case of an Exchange
pursuant to Section 8.6.A hereof, that date specified by Lender in a Notice of
Exchange to the Company; provided, however, that such date shall in no event be
less than fourteen (14) days (or if such day is not a Business Day, the next
following Business Day) after HCPI’s receipt of such Notice of Exchange and
provided further that the Specified Exchange Date, as well as the closing of an
Exchange on the Specified Exchange Date, may be deferred in the Managing Member’s
sole and absolute discretion, for such time as may be reasonably required to
effect, as applicable, (i) necessary funding arrangements, (ii) compliance with
the Securities Act or other applicable laws (including, but not limited to, (a)
state “blue sky” or other securities laws and
(b) the expiration or termination of the applicable waiting period, if any,
under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and
(iii) satisfaction or waiver of other commercially reasonable and customary
closing conditions and requirements for a transaction of such nature (provided
that in 



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no event shall
such Exchange be delayed more than 30 days in the aggregate with respect to (i)
and (iii) above, or more than 150 days in the aggregate with respect to (ii)
above.


(ii)           Concurrent Exercise.  The rights exercisable by Lender under this
Section 7.b may be invoked before or after foreclosure under the Loan in Lender’s
sole discretion, and all without further notice to or any requirement of
consent by Pledgor, which hereby irrevocably and unconditionally waives any
right to give any contrary instructions to HCPI. All parties acknowledge that
Lender desires to consummate any necessary foreclosure under the Loan on a
basis that such foreclosure occurs concurrent with the closing of an Exchange;
all parties agree to cooperate reasonably with Lender to that end. HCPI agrees that
it will not act on any separate instructions or communications from Pledgor
pertaining to the Pledged Units or Pledged Shares or Registration Rights
Agreement without the express written consent of Lender. Nothing in this
subparagraph (v) shall in any way obligate Lender to consummate any necessary
foreclosure under the Loan in the manner referred to above; Lender may, in its
sole discretion, determine that another method of realization upon the
Collateral is preferable or required, and such determination by Lender shall in
no manner limit or restrict the obligations of Borrower, Pledgor or any other
person or entity with respect to the loans contemplated herein.


(iii)          Foreclosure.
Subject to the terms and conditions of the Loan, Lender shall have the right to
foreclose on or acquire the entire interest of Pledgor in all or any portion of
any Pledged Shares (including all of Pledgor’s right, title and interest in the
Registration Rights Agreement to the extent applicable to such Pledged Shares)
owned by Pledgor, by foreclosure or in any other manner. In the event that
Lender elects to exercise its rights under this Section 7.b.v, Lender shall
deliver to HCPJ a notice of its intent to do so no later than 10 Business Days
prior to the date of any sale, public or private, or of any transfer in lieu of
foreclosure, and HCPI (without limitation on its own right, under applicable
law, to participate in any sale or other disposition of any of the Collateral)
shall reasonably cooperate, at no expense to itself, with Lender in completing
its foreclosure on the affected Pledged Shares in compliance with applicable
laws, including, if applicable, all actions reasonably necessary to comply with
the filing requirements described in Rule l44(c)(1) of the Securities Act, so
as to enable the Lender to sell such Pledged Shares without registration under
the Securities Act.


8.             Representations
and Warranties by the Down REIT Sub and HCPI. The Down REIT Sub and
HCPI hereby represent and warrant to Lender as follows as of the date hereof:


a.             LLC
Agreement. A true and correct copy of the LLC Agreement as in effect
as of the date hereof is attached as Exhibit E hereto.


b.             Organization
and Authority of the Down REIT Sub. The Down REIT Sub has been duly
formed, is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification except where the absence of such qualification would not have a
Material Adverse Effect. The Down REIT Sub has all requisite power and
authority to own or hold under lease the property it purports to own or hold
under lease, to carry 



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on its business as now
conducted and as proposed to be conducted except as would not have a Material
Adverse Effect, and to execute and deliver this Agreement and to perform its
obligations hereunder.


c.             Authorization
by the Down REIT Sub; Binding Effect. The Down REIT Sub has by all
necessary action duly authorized (i) the execution and delivery of this
Agreement and (ii) the performance of its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of the Down REIT Sub,
enforceable against it in accordance with its terms, except as enforcement may
be limited by equitable principles and by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors’ rights
generally.


d.             Pledged
Units; Managing Member of the Down REIT Sub. All of the Pledged
Units are validly issued and non-assessable. The total number of Pledged Units
and the corresponding Certificates evidencing ownership thereof are accurately
set forth on Exhibit A attached hereto. No security interest in the Pledged
Units has been registered on the records of the Down REIT Sub (or its transfer
agent). HCPI is the sole Managing Member of the Down REIT Sub and owns the only
Managing Member Units thereof.


e.             Organization
and Authority of HCPI.  HCPI
is a corporation duly organized, validly existing and in good standing under
the laws of Maryland, and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification except where the
absence of such qualification would not have a Material Adverse Effect. HCPI
has all requisite power and authority to own or hold under lease the property
it purports to own or hold under lease, to carry on its business as now
conducted and as proposed to be conducted except as would not have a Material
Adverse Effect, and to execute and deliver this Agreement and to perform its
obligations hereunder.


f.              No Claims.
To their knowledge, neither HCPI nor the Down REIT Sub has any existing claim,
defense, setoff or right of recoupment under the LLC Agreement, any other
agreement, or any law, rule or regulation, against or with respect to (i) any
of the Pledged Units, (ii) any of REIT Shares that may be issuable or any
amount that may be payable in connection with the exchange of any Pledged Units
or (iii) any obligation of Pledgor under the LLC Agreement or any other
agreement with respect to any of the Pledged Units, any of the REIT Shares that
may be issued or any amount that may be payable in connection with the
redemption of any Pledged Units.


g.             Authorization
by HCPI; Binding Effect. HCPI has by all necessary action duly
authorized the execution and delivery of this Agreement and the performance of
its obligations hereunder. This Agreement constitutes the legal, valid and
binding obligation of HCPI, enforceable against it in accordance with its
terms, except as enforcement may be limited by equitable principles and by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors’ rights generally.


h.             HCPI Status.
HCPI is organized in conformity with the requirements for qualification as a
real estate investment trust under the Code and its ownership 



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and method of operation enables
it to meet the requirements for taxation as a real estate investment trust
under the Code.


i.              No Conflict.
The execution, delivery and performance by HCPI of this Agreement, and the
consummation of the transactions contemplated hereby, do not and will not
violate any provision of the charter or bylaws of HCPI, or the LLC Agreement,
or any contractual or other undertaking by which HCPI or any of its assets are
bound. As of the date of this Agreement, the Pledged Units are not evidenced by
writing or certificate except by the Certificates expressly referred to on
Exhibit A hereto.


j.              Registration
Rights Agreement. A true and complete copy of the Registration
Rights Agreement, including any amendments and supplements thereto, is attached
to this Agreement as Exhibit F, and all of the rights and obligations of the
Unitholders (as defined therein) have been duly assigned to, and assumed by,
Pledgor and pledged by Pledgor to the Lender in connection with the Loan. The
Registration Rights Agreement remains in full force and effect as of the date
of this Agreement, and is the legal, valid and binding obligation of HCPI
enforceable against it in accordance with its terms, except as enforcement may
be limited by equitable principles and by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors’ rights
generally.


k.             Governmental
or Other Approvals. No governmental or other approval is or will be
required in connection with the execution, delivery and performance by the Down
REIT Sub or HCPI of this Agreement or the transactions contemplated hereby or
to ensure the legality, validity or enforceability hereof.


9.             Representations
and Warranties by Pledgor. To its knowledge, Pledgor does not have
any existing claims, defenses, setoff rights or rights of recoupment under the
LLC Agreement, under any other agreement, or any law, rule or regulation,
against or with respect to any obligation of either HCPI or the Down REIT Sub
under the LLC Agreement or any other agreement.


10.           Liability to Pledgor.  Pledgor and Borrower assume all risks of the
acts or omissions of Lender with respect to its exercise of its rights
hereunder. Neither the Down REIT Sub, HCPI, nor any of their officers,
directors, partners, employees or agents shall be liable or responsible for any
acts or omissions of the Lender, including without limitation the validity of
any determination by Lender that a Default has occurred or is continuing, nor
shall any of such persons have any responsibility for investigation into the facts
and circumstances giving rise to any such determination by Lender, nor shall
any such person be liable or responsible for following the instructions of
Lender in accordance with this Agreement regardless of any notice, information
or instructions to the contrary received by HCPI from Pledgor or any other
person, including without limitation following instruction of Lender (a) to
remit distributions by the Down REIT Sub made in respect of the Pledged Units,
and distributions of HCPI made in respect of Pledged Shares, to Lender,
pursuant to Section 5 above, (b) to terminate the voting and/or other
consensual rights of Pledgor (and consider such right to have vested in Lender)
pursuant to Section 5 above, (c) to exercise Pledgor’s Exchange Rights in the
name of and on behalf of Pledgor pursuant to Section 7 above, or (d) to
exercise Pledgor’s Registration Rights in the name of and on behalf of Pledgor,
pursuant to Section 6 above.



 10
 









11.           Separate Actions; Waiver
of Statute of Limitations. The obligations of HCPI and Pledgor
hereunder shall be in addition to any obligations of Pledgor under the Loan.
Without limiting the provisions of the Loan, a separate action or actions may
be brought and prosecuted against any one or more of the parties hereto whether
or not action is brought against any other person or whether any other person
is joined in any such action or actions. HCPI and Pledgor acknowledge that
there are no conditions precedent to the effectiveness of this Agreement and
that this Agreement is in full force and effect and is binding on such person
as of the date hereof. To the extent permitted under applicable law, Pledgor
waives the benefit of any statute of limitations affecting such person’s
liability hereunder or the enforcement thereof. Lender hereby agrees that
neither the Down REIT Sub nor HCPI shall have any obligation or liability under
the Loan or any other agreement related to the Loan except as expressly set
forth herein and in the Instructions. Pledgor agrees that nothing set forth
herein shall alter, diminish or otherwise affect its obligations under the LLC
Agreement or any other agreement between Pledgor and HCPI or the Down REIT Sub
relating to the Pledged Units or Pledged Shares.


12.           Continuing Obligations.
Borrower and Pledgor shall indemnify and hold harmless Lender from and against
any and all obligations, claims, losses, liabilities, damages, expenses or
costs (including reasonable attorneys’ fees and expenses and fees and expenses
of expert witnesses) arising from or in any way connected with the obligations
or liabilities of either such person with respect to agreements, documents or
other instruments, whether now existing or hereafter incurred, or the
conditions and obligations to be observed and performed by Borrower or Pledgor
under any agreement, document or other instrument relating to the Collateral,
except for those arising from Lender’s gross negligence or willful misconduct.
In addition, Borrower shall indemnify and hold harmless Lender from and against
any and all obligations, claims, losses, liabilities, damages, expenses or
costs (including reasonable attorneys’ fees and expenses and fees and expenses
of expert witnesses) arising from or in any way connected with the exercise by
Lender of any rights or remedies under the Loan or this Agreement with respect
to the Collateral, including, without limitation, all costs and expenses
associated with the exercise of any foreclosure rights and/or exchange rights
pursuant to Section 6.b above or otherwise.


13.           Appointment as Attorney-in-Fact.
Pledgor hereby appoints Lender as its true and lawful attorney-in-fact, with
full power of substitution, for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instruments either in
the name of Pledgor or in the name of Lender, which such attorney-in-fact may
deem necessary or advisable to accomplish the purposes hereof, which
appointment as attorney-in-fact is irrevocable and coupled with an interest;
provided, that nothing in this section shall require the Lender to take any
action or execute any instruments.


14.           Notices.  Any notice, demand, request or report
required or permitted to be given or made to a party to this Agreement shall be
in writing and shall be deemed given or made when delivered in person or when
sent by first class United States mail or by other means of written
communication (including by telecopy, facsimile, or commercial courier service)
at its address set forth below or at such other address as such party may give
notice of in accordance with the provisions of this Section:



 11
 









 




	
  Borrower

  	
   

  	
  KC Gardner Company, L.C.

  
	
   

  	
   

  	
  90 South 400
  West, Suite 360

  
	
   

  	
   

  	
  Salt Lake City,
  Utah 84101

  
	
   

  	
   

  	
  Attention: Kem
  C. Gardner

  
	
   

  	
   

  	
  Telephone:
  801.456.4140

  
	
   

  	
   

  	
  Facsimile:
  801.366.7194

  
	
   

  	
   

  	
   

  
	
  Pledgor:

  	
   

  	
  Gardner Property Holdings, L.C.

  
	
   

  	
   

  	
  90 South 400
  West, Suite 200

  
	
   

  	
   

  	
  Salt Lake City,
  Utah 84101

  
	
   

  	
   

  	
  Attention: Kem
  C. Gardner

  
	
   

  	
   

  	
  Telephone:
  801.456.4140

  
	
   

  	
   

  	
  Facsimile:
  801.366.7194

  
	
   

  	
   

  	
   

  
	
  Lender

  	
   

  	
  Zions First National Bank

  
	
   

  	
   

  	
  10 East South
  Temple, 10th Floor

  
	
   

  	
   

  	
  Salt Lake City,
  Utah 84121

  
	
   

  	
   

  	
  Attention:
  Monica K. Williams

  
	
   

  	
   

  	
  Telephone:
  801.524.2343

  
	
   

  	
   

  	
  Facsimile:
  801.844.8598

  
	
   

  	
   

  	
   

  
	
  HCPI and/or Down
  REIT Sub:

  	
   

  	
  Health Care Property Investors, Inc.

  
	
   

  	
   

  	
  3760 Kilroy
  Airport Way, Suite 300

  
	
   

  	
   

  	
  Long Beach,
  California 90806

  
	
   

  	
   

  	
  Attention: Legal
  Department

  
	
   

  	
   

  	
  Telephone:
  562.733.5100

  
	
   

  	
   

  	
  Facsimile:
  562.733.5200

  






 


15.           Assignments.
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. Nothing contained herein, express or implied, is intended to confer on
any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.


16.           Governing Law.
This Agreement and the legal relations between the parties hereto shall be
governed by and construed in accordance with the internal laws of the State of
Utah applicable to contracts made and to be performed in that State, without
regard to conflict of laws principles.


17.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute
but one agreement. This Agreement may be executed and delivered by facsimile.


18.           Entire Agreement;
Amendments. This Agreement (including the instruments between the
parties referred to herein) constitutes the entire agreement among the 



 12
 









parties and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof. All
references to sections, subsections, clauses, exhibits and schedules shall be
deemed references to such part of this Agreement, unless the context shall
otherwise require. No provisions of this Agreement may be effectively waived,
changed or amended, or the termination or discharge thereof agreed to or
acknowledged, orally, but only by an agreement in writing signed by the party
against whom the enforcement of any waiver, change, amendment, termination or
discharge is sought.


19.           Headings. The
headings contained in this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


20.           Invalidity. If
any provision of this Agreement is held invalid or unenforceable, the remainder
of this Agreement shall nevertheless remain in full force and effect.


21.           Attorneys’ Fees.
In the event of any controversy, claim or dispute between the parties hereto
arising out of or relating to this Agreement or any of the documents provided
for herein, or the breach thereof, the prevailing party shall be entitled to
recover from the losing party reasonable attorneys’ fees, expenses and costs.


[Remainder of page
intentionally left blank. Signature page follows]



 13
 









In witness thereof, the parties have duly executed
this Agreement as of the date first written above.


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ZIONS FIRST
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  KC GARDNER
  COMPANY, L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  GARDNER PROPERTY
  HOLDINGS, L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOWN
  REIT SUB:

  
	
   

  	
   

  
	
   

  	
  HCPI/UTAH, LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: HEALTH CARE
  PROPERTY INVESTORS, INC., its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HCPI:

  	
   

  
	
   

  	
   

  
	
   

  	
  HEALTH CARE
  PROPERTY INVESTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 14















EXHIBIT A


PLEDGED UNITS




	
  Certificate

  Number

  	
   

  	
  Units

  	
   

  
	
  314

  	
   

  	
  5,591

  	
   

  
	
  323

  	
   

  	
  5,283

  	
   

  
	
  326

  	
   

  	
  1,681

  	
   

  
	
  329

  	
   

  	
  8,051

  	
   

  
	
  332

  	
   

  	
  16,655

  	
   

  
	
  335

  	
   

  	
  24,865

  	
   

  
	
  338

  	
   

  	
  17,358

  	
   

  
	
  341

  	
   

  	
  18,561

  	
   

  
	
  377

  	
   

  	
  9,004

  	
   

  
	
  383

  	
   

  	
  43,253

  	
   

  
	
  Total

  	
   

  	
  150,302

  	
   

  






 



 15
 









EXHIBIT B


IRREVOCABLE UNIT POWER



 16
 









IRREVOCABLE UNIT
POWER


FOR
VALUE RECEIVED,                                                       
hereby sells, assigns and transfers to                                                                 ,
                        
units of limited liability company interest of HCPI/Utah II, LLC, a Delaware
limited liability company (the “Company”),
represented by Certificates No(s).                                            
herewith and does hereby irrevocably constitute and appoint                                           
as attorney to transfer said units on the books of the Company with full power
of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
  GARDNER PROPERTY
  HOLDINGS, L.C.,

  
	
   

  	
   

  	
   

  	
  a Utah Limited
  Liability Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



 17
 









EXHIBIT C


THE INSTRUCTIONS



 18
 









INSTRUCTIONS TO REGISTER SECURITY INTEREST


To: HCPI/Utah II,
LLC

c/o Health Care Property Investors, Inc.

3760 Kilroy Airport Way, Suite 300

Long Beach, California 90806


Attention:
Health Care Property Investors, Inc., a Maryland corporation (the “Company”) or its successors as the managing member of
HCPI/Utah II, LLC, a Delaware limited liability company (the “LLC”)


As of
April     , 2007


You are instructed by the undersigned pledgor, Gardner
Property Holdings. L.C., a Utah limited liability company (“Pledgor”), to register a security interest in the following
limited liability company interests in the LLC (the “OP Units”) in the manner
indicated:


1.             OP Units.  The OP Units that are the subject of these
Instructions to Register Security Interest are as follows:


150,331 Non-Managing Member Units owned by the Pledgor
and evidenced by the LLC Unit Certificates referred to on Schedule A hereto.
The OP Units are pledged to Zions First National Bank (the “Lender”) to secure repayment of a loan by Lender to KC
Gardner Company, L.C., a Utah limited liability company (“Borrower”),
pursuant to that certain loan arrangement, dated as of the date hereof, by and
between Lender and Borrower (as such and as may hereafter be amended,
supplemented or otherwise modified from time to time, the “Loan”).


2.             Instructions.
You are instructed to register the OP Units as subject to a security interest
in favor of the Lender, whose Taxpayer Identification No. is 87-0227400, and
who on registration of its security interest shall become the registered
secured party with respect to the OP Units with all rights incident thereto.
You are instructed to promptly so inform Lender of these Instructions to
Register Security Interest.


3.             Confirmation
of Security Interest. The Pledgor has granted to Lender (and hereby
confirms that Lender has) a security interest in the OP Units and in all rights
of the Pledgor under the Amended and Restated Limited Liability Company
Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended from
time to time (the “LLC Agreement”),
all distributions relating thereto, all rights relating thereto (including
without limitation the right to receive the OP Units, the right to receive
common stock or other securities of the Company (“Company Securities”) in
exchange for any or all of the OP Units, and any securities (certificated or
uncertificated), instruments, documents or other writing evidencing or relating
thereto and any right to require the redemption or registration for resale
thereof) and all cash and noncash proceeds of any of the foregoing.


4.             Transfer,
Distributions and Redemptions. You are instructed not to permit the
transfer, exchange, or redemption of any of the OP Units without the Lender’s
prior written consent. The proceeds of any redemption of the OP Units, whether
such proceeds are cash or 



 19
 









otherwise, shall be
delivered directly to the Lender. All extraordinary or liquidating
distributions shall be delivered directly to the Lender. All ordinary
distributions may be delivered to the Pledgor, as applicable; provided,
however, that, if the Lender at any time delivers written notice to the LLC
that any such distributions to the Pledgor are to be sent to the Lender, then
thereafter all such distributions shall be delivered directly to the Lender.


5.             Warranties.
The Pledgor hereby warrants for itself that: (a) it is entitled to effect the
instructions hereby given; (b) its Taxpayer Identification Number is 20-0962157;
(c) the Lender is a lending institution that is not an affiliate of the
Pledgor; and (d) the Loan constitutes a bona fide loan or extension of credit.


6.             Delivery of
Certificates. These Instructions to Register Security Interest
hereby serve as notice to the LLC and the Company, and to any transfer agent of
the OP Units or the Company Securities, that any certificates, confirmations,
documents or other writings of any kind evidencing or relating to any OP Units
or any Company Securities shall, if issued, be registered in the name of the
undersigned Pledgor and delivered directly to the Lender at: 6510 South Big
Cottonwood Canyon Road, Salt Lake City, Utah 84121, Attention: Monica Williams;
provided, however, that if the Lender at any time delivers written notice to
the LLC (or the Company, as the case may be) that there has been a Default
under the Loan, then thereafter all certificates, confirmations, documents and
other writings of any kind evidencing or relating to any Company Securities
shall, if requested by the Lender, be issued and registered in the name of the
Lender, or its designee, and delivered directly to the Lender at the foregoing
address.


7.             Not an
Admission to the LLC. The execution and acceptance of these
Instructions to Register Security Interest shall not constitute consent to the
admission of the Lender as a substituted member of the LLC. Any admission of
the Lender as a member of the LLC shall be subject to the provisions of the LLC
Agreement.


8.             Acknowledgement
and Consent. The LLC, the Company, the Lender and the Pledgor have
entered into that certain Acknowledgement and Consent of even date herewith
(the “A&C”) pursuant to which the LLC and
the Company have acknowledged the pledge of the OP Units by the Pledgor to the
Lender, subject to the terms and conditions set forth therein. In the event of
any inconsistencies between the terms and provisions hereof and those of the
A&C, the parties hereto agree that the terms and provisions of the A&C
shall govern.


[Remainder of page intentionally left blank, signature
page follows]



 20
 









In witness whereof, the undersigned Pledgor has
executed these Instructions to Register Security Interest as of the date first
set forth above.


	
  PLEDGOR:

  	
   

  	 

	
   

  	
   

  	 

	
  GARDNER PROPERTY HOLDINGS, L.C.

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED

  	
   

  	 

	
   

  	
   

  	 

	
  HEALTH CARE
  PROPERTY INVESTORS, INC., a Maryland corporation

  	 

	
  As Managing
  Member of HCPI/Utah II, LLC

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 



 21
 









EXHIBIT D


NOTICE OF EXCHANGE



 22
 









NOTICE OF EXCHANGE


To:          Health Care Property Investors, Inc.
                 3760 Kilroy Airport Way,
Suite 300
                 Long Beach, California
90806


Western
National Trust Company
                 One South Main, 12th Fl.
                 Salt Lake City, UT 84111
                 Attn:  Kevin Mikan, President


The undersigned Member or Assignee hereby irrevocably
tenders for Exchange an aggregate of 150,331 LLC Units in HCPI/Utah II, LLC in
accordance with the terms of the Amended and Restated Limited Liability Company
Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (the “LLC Agreement”), and the Exchange rights referred to
therein. The undersigned Member or Assignee:


a.             undertakes (i) to surrender such
LLC Units and any certificate therefor at the closing of the Exchange and (ii)
to furnish to the Managing Member, prior to the Specified Exchange Date, the
documentation, instruments and information required under Section 8.6.D of the
LLC Agreement;


b.             directs that, at the sole
discretion of the Managing Member (subject to the provisions of that certain
Acknowledgment and Consent by and among Zions First National Bank, KC Gardner
Company, L.C., HCPI/Utah II, LLC, Health Care Property Investors, Inc., and the
undersigned Pledgor (“Acknowledgment and Consent”),
which requires the payment of cash under certain circumstances) either (i) a
certified check representing any cash payment deliverable upon closing of the
Exchange be delivered to the address(es) specified below or (ii) a certificate
representing the REIT Shares deliverable upon the closing of such Exchange be
delivered to the address specified below and registered in the name(s) and at
the address(es) specified below;


c.             represents, warrants, certifies and
agrees that, subject to the interests of Lender under that certain Loan (as
that term is defined in the Acknowledgment and Consent) and the interests of
Lender and Western National Trust Company under that certain Account Assignment
Agreement by and among Gardner Property Holdings, L.C.; KC Gardner Company, LC;
Zions First National Bank; and Western National Trust Company: (i) the
undersigned Member or Assignee has, and at the closing of the Exchange will
have, good, marketable and unencumbered title to such LLC Units, free and clear
of the rights or interests of any other person or entity, and (ii) such
Exchange is in compliance with the provisions of Section 8.6 of the LLC
Agreement; and


d.              acknowledges that it will continue
to own such LLC Units until and unless such Exchange transaction closes.



 23
 









All capitalized terms used herein and not otherwise
defined shall have the same meaning ascribed to them respectively in the LLC
Agreement.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GARDNER PROPERTY
  HOLDINGS, L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  If REIT Shares
  are to be issued, issue to:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SSAN/EIN:

  	
   

  	
   

  
				



 



 24
 









EXHIBIT E


LLC AGREEMENT



 25
 









EXHIBIT F


REGISTRATION RIGHTS AGREEMENT



 26