FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.36

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
(SEVENTH MEZZANINE LOAN)

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Agreement ") is made as of the 21 ^st  day of December, 2007, between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, in its capacity as collateral agent for the Seventh Mezzanine Noteholders (hereinafter defined) (" Prior Mezzanine Lender "), having an address at 270 Park Avenue, New York, New York 10017-2014, and HCP MEZZANINE LENDER, LLC, a Delaware limited liability company (" New Mezzanine Lender "), having an address at c/o HCP, Inc., 3760 Kilroy Airport Way, Suite 300, Long Beach, California 90806.

RECITALS:

         WHEREAS , pursuant to that certain Loan Agreement, dated as of December 21, 2007, made by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (" JPMorgan "), in its capacity as collateral agent for the Mortgage Noteholders (hereinafter defined) (in such capacity, the " Mortgage Loan Collateral Agent "), and the parties listed on Schedule 1 attached hereto (collectively, the " Mortgage Borrower "), and HCR MANORCARE MARYLAND PROPERTIES, LLC, a Delaware limited liability company (as amended, supplemented or otherwise modified from time to time, the " Mortgage Loan Agreement "), JPMorgan, COLUMN FINANCIAL, INC., a Delaware corporation (" Column "), and BANK OF AMERICA, N.A., a national banking association (" BofA ", and together with JPMorgan and Column, the " Mortgage Noteholders "), made a loan in the original principal amount of $3,000,000,000.00 (the " Mortgage Loan ") to Mortgage Borrower;

         WHEREAS , pursuant to that certain Loan Agreement (First Mezzanine Loan), of even date with the Mortgage Loan Agreement, made by and among JPMorgan, in its capacity as collateral agent for the First Mezzanine Noteholders (hereinafter defined) (in such capacity, the " First Mezzanine Loan Collateral Agent "), and HCR I-A PROPERTIES, LLC, a Delaware limited liability company, and HCR I-B PROPERTIES, LLC, a Delaware limited liability company (collectively, the " First Mezzanine Borrower "), JPMorgan, Column and BofA (collectively, the " First Mezzanine Noteholders ") made a loan in the original principal amount of $100,000,000.00 to First Mezzanine Borrower (the " First Mezzanine Loan ");

         WHEREAS , pursuant to that certain Loan Agreement (Second Mezzanine Loan), of even date with the Mortgage Loan Agreement, made by and among JPMorgan, in its capacity as collateral agent for the Second Mezzanine Noteholders (hereinafter defined) (in such capacity, the " Second Mezzanine Loan Collateral Agent "), and HCR II PROPERTIES, LLC, a Delaware limited liability company (the " Second Mezzanine Borrower "), JPMorgan, Column and BofA (collectively, the " Second Mezzanine Noteholders ") made a loan in the original principal amount of $250,000,000.00 to Second Mezzanine Borrower (the " Second Mezzanine Loan ");

         WHEREAS , pursuant to that certain Loan Agreement (Third Mezzanine Loan), of even date with the Mortgage Loan Agreement, made by and among JPMorgan, in its capacity as collateral agent for the Third Mezzanine Noteholders (hereinafter defined) (in such capacity, the " Third Mezzanine Loan Collateral Agent "), and HCR III PROPERTIES, LLC, a Delaware limited liability company (the " Third Mezzanine Borrower "), JPMorgan, Column and BofA (collectively, the " Third Mezzanine Noteholders ") made a loan in the original principal amount of $250,000,000.00 to Third Mezzanine Borrower (the " Third Mezzanine Loan ");

         WHEREAS , pursuant to that certain Loan Agreement (Fourth Mezzanine Loan), of even date with the Mortgage Loan Agreement, made by and among JPMorgan, in its capacity as collateral agent for the Fourth Mezzanine Noteholders (hereinafter defined) (in such capacity, the " Fourth Mezzanine Loan Collateral Agent "), and HCR IV PROPERTIES, LLC, a Delaware limited liability company (the " Fourth Mezzanine Borrower "), JPMorgan, Column and BofA (collectively, the " Fourth Mezzanine

Noteholders ") made a loan in the original principal amount of $250,000,000.00 to Fourth Mezzanine Borrower (the " Fourth Mezzanine Loan ");

         WHEREAS , pursuant to that certain Loan Agreement (Fifth Mezzanine Loan), of even date with the Mortgage Loan Agreement, made by and among JPMorgan, in its capacity as collateral agent for the Fifth Mezzanine Noteholders (hereinafter defined) (in such capacity, the " Fifth Mezzanine Loan Collateral Agent "), and HCR V PROPERTIES, LLC, a Delaware limited liability company (the " Fifth Mezzanine Borrower "), JPMorgan, Column and BofA (collectively, the " Fifth Mezzanine Noteholders ") made a loan in the original principal amount of $250,000,000.00 to Fifth Mezzanine Borr