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Exhibit 10.32

FORM OF CASH MANAGEMENT AGREEMENT
(SEVENTH MEZZANINE LOAN)

        THIS CASH MANAGEMENT AGREEMENT (SEVENTH MEZZANINE LOAN) (as may be amended, replaced, restated, supplemented or otherwise modified from time to time, this "Agreement") is made as of the 21^st day of December, 2007, by HCR VII PROPERTIES, LLC, a Delaware limited liability company ("Borrower") having an address at 333 N. Summit Street, Toledo, Ohio, 43604, and JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 270 Park Avenue, New York, New York 10017 (in its capacity as collateral agent for itself and any other Noteholder (as hereinafter defined) and together with its successors and assigns, the "Lender").

        WHEREAS, pursuant to that certain Loan Agreement (Seventh Mezzanine Loan), dated as of the date hereof, by and among Lender and Borrower (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. (collectively, the "Noteholders") have made a mezzanine loan in the aggregate principal amount of $250,000,000.00 (the "Loan") to Borrower, evidenced by, among other things, that certain Promissory Note (Seventh Mezzanine Loan), dated as of the date hereof, and in favor of the Noteholders (as the same may be amended, severed, split, extended, consolidated, replaced, restated, supplemented or otherwise modified from time to time, collectively, the "Note");

        WHEREAS, pursuant to that certain Loan Agreement, dated as of the date hereof, by and among each of the entities set forth on Schedule I attached thereto (collectively, "Mortgage Borrower"), HCR ManorCare Maryland Properties, LLC, a Delaware limited liability company ("Maryland Owner"), and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Mortgage Noteholders (as defined below) (together with its successors and assigns, "Mortgage Lender") (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Mortgage Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc., and Bank of America, N.A. (collectively, the "Mortgage Noteholders") have made a mortgage loan to Mortgage Borrower in the aggregate principal amount of $3,000,000,000.00 (the "Mortgage Loan"), which Mortgage Loan is evidenced by, among other things, that certain Promissory Note, dated as of the date hereof, and in favor of the Mortgage Noteholders;

        WHEREAS, pursuant to that certain Loan Agreement (First Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the First Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "First Mezzanine Lender") and HCR I-A Properties, LLC, a Delaware limited liability company ("IA Borrower"), and HCR I-B Properties, LLC, a Delaware limited liability company ("IB Borrower", and together with IA Borrower, individually, collectively, jointly and severally, "First Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "First Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to First Mezzanine Borrower in the aggregate principal amount of $100,000,000.00 (the "First Mezzanine Loan");

        WHEREAS, pursuant to that certain Loan Agreement (Second Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the Second Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "Second Mezzanine Lender") and HCR II PROPERTIES, LLC, a Delaware limited liability company ("Second Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "Second Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to Second Mezzanine Borrower in the aggregate principal amount of $250,000,000.00 (the "Second Mezzanine Loan");

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        WHEREAS, pursuant to that certain Loan Agreement (Third Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the Third Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "Third Mezzanine Lender") and HCR III PROPERTIES, LLC, a Delaware limited liability company ("Third Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "Third Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to Third Mezzanine Borrower in the aggregate principal amount of $250,000,000.00 (the "Third Mezzanine Loan");

        WHEREAS, pursuant to that certain Loan Agreement (Fourth Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the Fourth Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "Fourth Mezzanine Lender") and HCR IV PROPERTIES, LLC, a Delaware limited liability company ("Fourth Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "Fourth Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to Fourth Mezzanine Borrower in the aggregate principal amount of $250,000,000.00 (the "Fourth Mezzanine Loan");

        WHEREAS, pursuant to that certain Loan Agreement (Fifth Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the Fifth Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "Fifth Mezzanine Lender") and HCR V PROPERTIES, LLC, a Delaware limited liability company ("Fifth Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "Fifth Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to Fifth Mezzanine Borrower in the aggregate principal amount of $250,000,000.00 (the "Fifth Mezzanine Loan"); and

        WHEREAS, pursuant to that certain Loan Agreement (Sixth Mezzanine Loan), dated as of the date hereof, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent for itself and any other Noteholder (as defined in the Sixth Mezzanine Loan Agreement (as defined below)) (together with its successors and assigns, "Sixth Mezzanine Lender") and HCR VI PROPERTIES, LLC, a Delaware limited liability company ("Sixth Mezzanine Borrower") (as may be amended, replaced, restated or otherwise modified from time to time, the "Sixth Mezzanine Loan Agreement"), JPMorgan Chase Bank, N.A., Column Financial, Inc. and Bank of America, N.A. made a mezzanine loan to Sixth Mezzanine Borrower in the aggregate principal amount of $250,000,000.00 (the "Sixth Mezzanine Loan");

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

        Section 1.    Defined Terms.    (a) As used herein the following capitalized terms shall have the respective meanings set forth below:

        "IA Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "IB Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "Accounts" shall mean, individually and collectively as the context requires, (a) the Seventh Mezzanine Deposit Account and (b) the Seventh Mezzanine Sub-accounts.

        "Agreement" shall have the meaning ascribed to such term in the introductory paragraph hereof.

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        "Borrower" shall have the meaning ascribed to such term in the introductory paragraph hereof.

        "Borrower Distributions" shall have the meaning set forth in Section 5(b) hereof.

        "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

        "Collateral" shall have the meaning set forth in Section 5(c) hereof.

        "Eligible Account" shall mean an account separate and identifiable from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

        "Eligible Institution" shall mean a depository institution or trust company, the short-term unsecured debt obligations or commercial paper of which are rated at least "A-1+" by S&P, "P-1" by Moody's and "F-1+" by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by Moody's).

        "Fifth Mezzanine Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fifth Mezzanine Loan Agreement" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fifth Mezzanine Lender" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fifth Mezzanine Loan" shall have the meaning ascribed to such term in the Recitals hereof.

        "First Mezzanine Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "First Mezzanine Lender" shall have the meaning ascribed to such term in the Recitals hereof.

        "First Mezzanine Loan" shall have the meaning ascribed to such term in the Recitals hereof.

        "First Mezzanine Loan Agreement" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fitch" shall mean Fitch, Inc.

        "Fourth Mezzanine Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fourth Mezzanine Loan Agreement" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fourth Mezzanine Lender" shall have the meaning ascribed to such term in the Recitals hereof.

        "Fourth Mezzanine Loan" shall have the meaning ascribed to such term in the Recitals hereof.

        "Interest Rate Floor" shall mean those certain interest rate hedge instruments sold by HCR Healthcare, LLC in the notional amount of the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans, having a LIBOR floor of 4%.

        "Lender" shall have the meaning ascribed to such term in the introductory paragraph hereof.

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        "Loan" shall have the meaning ascribed to such term in the Recitals hereof.

        "Loan Agreement" shall have the meaning ascribed to such term in the Recitals hereof.

        "Low DSCR General Reserve Funds" shall have the meaning ascribed to such term in Section 3(c)(vi) hereof.

        "Low DSCR General Reserve Sub-account" shall have the meaning ascribed to such term in Section 2(a)(iv) hereof.

        "Low DSCR Interest Floor Reserve Funds" shall have the meaning ascribed to such term in Section 3(c)(v) hereof.

        "Low DSCR Interest Floor Reserve Sub-account" shall have the meaning ascribed to such term in Section 2(a)(iii) hereof.

        "Maryland Owner" shall have the meaning ascribed to such term in the Recitals hereof.

        "Monthly Debt Service Payment Amount" shall mean, with respect to any Payment Date, a sum equal to the amount of interest due and payable under the Loan on such Payment Date.

        "Moody's" shall mean Moody's Investors Service, Inc.

        "Mortgage Borrower" shall have the meaning ascribed to such term in the Recitals hereof.

        "Mortgage Cash Management Account" shall mean the "Cash Management Account" as defined in the Mortgage Cash Management Agreement.

        "Mortgage Cash Management Agreement" shall mean that certain Cash Management Agreement, dated as of the date hereof, by and among Mortgage Borrower, Maryland Owner and Mortgage Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

        "Mortgage Lender" shall have the meaning ascribed to such term in the Recitals hereof.

        "Mortgage Loan" shall have the meaning ascribed to such term in the Recitals hereof.

        "Mortgage Loan Agreement" shall have the meaning ascribed to such term in the Recitals hereof.

        "Note" shall have the meaning ascribed to such term in the Recitals hereof.

        "Noteholders" shall have the meaning ascribed to such term in the Recitals hereof.

        "Obligations" shall mean any and all debt, liabilities and obligations of Borrower to Lender pursuant to or in connection with the Loan, whether now or hereafter existing, including, without limiting the generality of the foregoing, the indebtedness evidenced by the Note, all interest accruing thereon, and any and all debt, liabilities and obligations of Borrower under the Loan Documents.

        "Payment Date" shall mean the ninth (9^th) day of each calendar month during the term of the Loan.

        "Permitted Investments" shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by the Servicer, the trustee under any Securitization or any of their respective Affiliates (to the extent satisfying the applicable requirements of this definition), payable on demand or having a scheduled maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment (or, if earlier, the date on which the proceeds of such Permitted Investments are necessary to fulfill the purposes of the applicable Account), having a scheduled maturity date not later than

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365 days after the date of origination thereof, and meeting one of the appropriate standards set forth below:

        (a)   obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificate of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause (a) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

        (b)   Federal Housing Administration debentures;

        (c)   obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (c) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

        (d)   federal funds, unsecured certificates of deposit, time deposits, bankers' acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated A-1+ by S&P, F1 by Fitch and P-1 by Moody's (or, if not rated by all Rating Agencies, by all Rating Agencies by which it is rated); provided, however, that the investments described in this clause (d) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

        (e)   fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers' acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, by all Rating Agencies by which it is rated); provided, however, that the investments described in this clause (e) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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        (f)    debt obligations with maturities of not more than 365 days and at all times rated AA-or higher by S&P and Fitch and Aa3 by Moody's (or, if not rated by all Rating Agencies, by all Rating Agencies by which it is rated); provided, however, that the investments described in this clause (f) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

        (g)   commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated A-1+ by S&P, F1+ by Fitch and P-1 by Moody's (or, if not rated by all Rating Agencies, by all Rating Agencies by which it is rated); provided, however, that the investments described in this clause (g) (A) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to such rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

        (h)   units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share, which funds are rated AAAm or AAAm-G by S&P and have the highest rating available from each other Rating Agency (or, if not rated by all Rating Agencies, rated by at least S&P as aforesaid and otherwise acceptable to each other Rating Agency which rates it) for money market funds; and

        (i)    any other security, obligation or investment which has been approved as a Permitted Investment in writing by Lender, unless a Securitization shall have occurred, in which case Lender's consent shall not be required but Borrower shall have obtained and delivered to Lender such approval from each Rating Agency, as evidenced by confirmation in writing that such investment would not, in and of itself, result in a