**LEASE
      AGREEMENT**








**BETWEEN**








**HCRI HUNTERS
      GLEN PROPERTIES, LLC**








**AND**








**EMERITUS
      CORPORATION**








**September 1,
      2005**











**TABLE
                  OF CONTENTS****SECTION**
              
              
              
              **PAGE****ARTICLE
                  1:**
              
              
              **LEASED
                  PROPERTY, TERM AND DEFINITIONS**
              11.1
              
              Leased
                  Property
              11.2
              
              Term
              11.3
              
              Definitions
              11.4
              
              Landlord
                  As Agent
              10**ARTICLE
                  2:**
              
              
              **RENT**
              102.1
              
              Base
                  Rent
              102.2
              
              Base
                  Rent Adjustments
              102.2.1
              Annual
                  Increase of Base Rent
              102.2.2
              Additional
                  Landlord Payments
              112.3
              
              Additional
                  Rent
              112.4
              
              Place
                  of Payment of Rent
              112.5
              
              Net
                  Lease
              112.6
              
              No
                  Termination, Abatement, Etc.
              112.7
              
              Transaction
                  Fee
              12**ARTICLE
                  3:**
              
              
              **IMPOSITIONS
                  AND UTILITIES**
              123.1
              
              Payment
                  of Impositions
              123.2
              
              Definition
                  of Impositions
              133.3
              
              Escrow
                  of Impositions
              143.4
              
              Utilities
              143.5
              
              Discontinuance
                  of Utilities
              143.6
              
              Business
                  Expenses
              153.7
              
              Permitted
                  Contests
              15**ARTICLE
                  4:**
              
              
              **INSURANCE**
              154.1
              
              Property
                  Insurance
              154.2
              
              Liability
                  Insurance
              174.3
              
              Builder's
                  Risk Insurance
              184.4
              
              Insurance
                  Requirements
              184.5
              
              Replacement
                  Value
              204.6
              
              Blanket
                  Policy
              204.7
              
              No
                  Separate Insurance
              204.8
              
              Waiver
                  of Subrogation
              204.9
              
              Mortgages
              214.1
              
              Escrows
              21**ARTICLE
                  5:**
              
              
              **INDEMNITY**
              215.1
              
              Tenant's
                  Indemnification
              215.1.1
              Notice
                  of Claim
              235.1.2
              Survival
                  of Covenants
              23
  (i)
 5.1.3
                Reimbursement
                    of Expenses
                235.2
                
                Environmental
                    Indemnity; Audits
                235.3
                
                Limitation
                    of Landlord's Liability
                23**ARTICLE
                    6:**
                
                
                **USE
                    AND ACCEPTANCE OF PREMISES**
                246.1
                
                Use
                    of Leased Property
                246.2
                
                Acceptance
                    of Leased Property
                246.3
                
                Conditions
                    of Use and Occupancy
                25**ARTICLE
                    7:**
                
                
                **MAINTENANCE
                    AND MECHANICS' LIENS**
                257.1
                
                Maintenance
                257.2
                
                Required
                    Alterations
                267.3
                
                Mechanic's
                    Liens
                267.4
                
                Replacements
                    of Fixtures and Landlord's Personal Property
                267.5
                
                Lender
                    Maintenance Reserve Escrow
                27**ARTICLE
                    8:**
                
                
                **DEFAULTS
                    AND REMEDIES**
                278.1
                
                Events
                    of Default
                278.2
                
                Remedies
                298.3
                
                Right
                    of Setoff
                328.4
                
                Performance
                    of Tenant's Covenants
                328.5
                
                Late
                    Payment Charge
                328.6
                
                Default
                    Rent
                328.7
                
                Attorneys'
                    Fees
                338.8
                
                Escrows
                    and Application of Payments
                338.9
                
                Remedies
                    Cumulative
                338.10
                
                Waivers
                338.11
                
                Obligations
                    Under the Bankruptcy Code
                34**ARTICLE
                    9:**
                
                
                **DAMAGE
                    AND DESTRUCTION**
                349.1
                
                Notice
                    of Casualty
                349.2
                
                Substantial
                    Destruction
                349.3
                
                Partial
                    Destruction
                359.4
                
                Restoration
                359.5
                
                Insufficient
                    Proceeds
                379.6
                
                Not
                    Trust Funds
                379.7
                
                Landlord's
                    Inspection
                379.8
                
                Landlord's
                    Costs
                389.9
                
                No
                    Rent Abatement
                38**ARTICLE
                    10:**
                
                
                **CONDEMNATION**
                3810.1
                
                Total
                    Taking
                3810.2
                
                Partial
                    Taking
                3810.3
                
                Condemnation
                    Proceeds Not Trust Funds
                39**ARTICLE
                    11:**
                
                
                **TENANT'S
                    PROPERTY**
                4011.1
                
                Tenant's
                    Property
                40
  (ii)
 11.2
                  
                  Requirements
                      for Tenant's Property
                  40**ARTICLE
                      12:**
                  
                  
                  **RENEWAL
                      OPTIONS**
                  4112.1
                  
                  Renewal
                      Options
                  4112.2
                  
                  Effect
                      of Renewal
                  42**ARTICLE
                      13:**
                  
                  
                  **RIGHT
                      OF FIRST OPPORTUNITY**
                  4213.1
                  
                  Right
                      of First Opportunity
                  4213.2
                  
                  Fair
                      Market Value
                  4413.3
                  
                  Closing
                  45**ARTICLE
                      14:**
                  
                  
                  **NEGATIVE
                      COVENANTS**
                  4514.1
                  
                  No
                      Debt
                  4514.2
                  
                  No
                      Liens
                  4514.3
                  
                  No
                      Guaranties
                  4514.4
                  
                  No
                      Transfer
                  4614.5
                  
                  No
                      Dissolution
                  4614.6
                  
                  Subordination
                      of Payments to Affiliates
                  4614.7
                  
                  Change
                      of Location or Name
                  46**ARTICLE
                      15:**
                  
                  
                  **AFFIRMATIVE
                      COVENANTS**
                  4715.1
                  
                  Perform
                      Obligations
                  4715.2
                  
                  Proceedings
                      to Enjoin or Prevent Construction
                  4715.3
                  
                  Documents
                      and Information
                  4715.3.1
                  Furnish
                      Documents
                  4715.3.2
                  Furnish
                      Information
                  4715.3.3
                  Further
                      Assurances and Information
                  4815.3.4
                  Material
                      Communications
                  4815.3.5
                  Requirements
                      for Financial Statements
                  4815.4
                  
                  Compliance
                      With Laws
                  4815.5
                  
                  Broker's
                      Commission
                  4915.6
                  
                  Existence
                      and Change in Ownership
                  4915.7
                  
                  Financial
                      Covenants
                  4915.7.1
                  Definitions
                  4915.7.2
                  Coverage
                      Ratio
                  4915.8
                  
                  Facility
                      Licensure and Certification
                  4915.8.1
                  Notice
                      of Inspections
                  4915.8.2
                  Material
                      Deficiencies
                  4915.9
                  
                  Transfer
                      of License and Facility Operations
                  5015.9.1
                  Licensure
                  5015.9.2
                  Facility
                      Operations
                  5015.10
                  
                  Bed
                      Operating Rights
                  5015.11
                  
                  Power
                      of Attorney
                  5115.12
                  
                  Compliance
                      with Loan Documents
                  51**ARTICLE
                      16:**
                  
                  
                  **ALTERATIONS,
                      CAPITAL IMPROVEMENTS, AND SIGNS**
                  5316.1
                  
                  Prohibition
                      on Alterations and Improvements
                  53
  (iii)
 16.2
                    
                    Approval
                        of Alterations
                    5316.3
                    
                    Permitted
                        Alterations
                    5316.4
                    
                    Requirements
                        for Permitted Alterations
                    5316.5
                    
                    Ownership
                        and Removal of Permitted Alterations
                    5416.6
                    
                    Minimum
                        Qualified Capital Expenditures
                    5416.7
                    
                    Signs
                    55**ARTICLE
                        17:**
                    
                    
                    **RESERVED**
                    55**ARTICLE
                        18:**
                    
                    
                    **ASSIGNMENT
                        AND SALE OF LEASED PROPERTY**
                    5518.1
                    
                    Prohibition
                        on Assignment and Subletting
                    5518.2
                    
                    Requests
                        for Landlord's Consent to Assignment, Sublease or Management
                        Agreement
                    5518.3
                    
                    Agreements
                        with Residents
                    5618.4
                    
                    Sale
                        of Leased Property
                    5718.5
                    
                    Assignment
                        by Landlord
                    57**ARTICLE
                        19:**
                    
                    
                    **HOLDOVER
                        AND SURRENDER**
                    5719.1
                    
                    Holding
                        Over
                    5719.2
                    
                    Surrender
                    5719.3
                    
                    Indemnity
                    58**ARTICLE
                        20:**
                    
                    
                    **RESERVED**
                    58**ARTICLE
                        21:**
                    
                    
                    **QUIET
                        ENJOYMENT, SUBORDINATION, ATTORNMENT AND ESTOPPEL
                        CERTIFICATES**
                    5821.1
                    
                    Quiet
                        Enjoyment
                    5821.2
                    
                    Subordination
                    5821.3
                    
                    Attornment
                    5921.4
                    
                    Estoppel
                        Certificates
                    59**ARTICLE
                        22:**
                    
                    
                    **REPRESENTATIONS
                        AND WARRANTIES**
                    6022.1
                    
                    Organization
                        and Good Standing
                    6022.2
                    
                    Power
                        and Authority
                    6022.3
                    
                    Enforceability
                    6022.4
                    
                    Government
                        Authorizations
                    6022.5
                    
                    Financial
                        Statements
                    6022.6
                    
                    Condition
                        of Facility
                    6122.7
                    
                    Compliance
                        with Laws
                    6122.8
                    
                    No
                        Litigation
                    6122.9
                    
                    Consents
                    6122.10
                    
                    No
                        Violation
                    6222.11
                    
                    Reports
                        and Statements
                    6222.12
                    
                    ERISA
                    6222.13
                    
                    Chief
                        Executive Office
                    6222.14
                    
                    Other
                        Name or Entities
                    6222.15
                    
                    Parties
                        in Possession
                    62
  (iv)
 22.16
                    
                    Access
                    6322.17
                    
                    Utilities
                    6322.18
                    
                    Condemnation
                        and Assessments
                    6322.19
                    
                    Zoning
                    6322.20
                    
                    Environmental
                        Matters
                    6322.21
                    
                    Leases
                        and Contracts
                    6422.22
                    
                    No
                        Default
                    6422.23
                    
                    Tax
                        Status
                    64**ARTICLE
                        23:**
                    
                    
                    **RESERVED**
                    64**ARTICLE
                        24:**
                    
                    
                    **SECURITY
                        INTEREST**
                    6424.1
                    
                    Collateral
                    6424.2
                    
                    Additional
                        Documents
                    6524.3
                    
                    Notice
                        of Sale
                    6524.4
                    
                    Recharacterization
                    6524.5
                    
                    Subordination
                    66**ARTICLE
                        25:**
                    
                    
                    **MISCELLANEOUS**
                    6625.1
                    
                    Notices
                    6625.2
                    
                    Advertisement
                        of Leased Property
                    6625.3
                    
                    Entire
                        Agreement
                    6625.4
                    
                    Severability
                    6625.5
                    
                    Captions
                        and Headings
                    6725.6
                    
                    Governing
                        Law
                    6725.7
                    
                    Memorandum
                        of Lease
                    6725.8
                    
                    Waiver
                    6725.9
                    
                    Binding
                        Effect
                    6725.10
                    
                    No
                        Offer
                    6725.11
                    
                    Modification
                    6725.12
                    
                    Landlord's
                        Modification
                    6825.13
                    
                    No
                        Merger
                    6825.14
                    
                    Laches
                    6825.15
                    
                    Limitation
                        on Tenant's Recourse
                    6825.16
                    
                    Construction
                        of Lease
                    6825.17
                    
                    Counterparts
                    6825.18
                    
                    Landlord's
                        Consent
                    6825.19
                    
                    Custody
                        of Escrow Funds
                    6825.2
                    
                    Landlord's
                        Status as a REIT
                    6925.21
                    
                    Exhibits
                    6925.22
                    
                    WAIVER
                        OF JURY TRIAL
                    6925.23
                    
                    CONSENT
                        TO JURISDICTION
                    6925.24
                    
                    Attorney's
                        Fees and Expenses
                    7025.25
                    
                    Survival
                    7025.26
                    
                    Time
                    70






(v)


**ADDENDUM
      TO LEASE AGREEMENT**




**SCHEDULE 1:**
            **INITIAL
                RENT SCHEDULE**




**EXHIBIT A:**
            **LEGAL
                DESCRIPTIONS**




**EXHIBIT B:**
            **PERMITTED
                EXCEPTIONS**




**EXHIBIT C:**
            **FACILITY
                INFORMATION**




**EXHIBIT D:**
            **LANDLORD’S
                PERSONAL PROPERTY**




**EXHIBIT E:**
            **DOCUMENTS
                TO BE DELIVERED**




**EXHIBIT F:**
            **TENANT’S
                CERTIFICATE AND FACILITY FINANCIAL
                REPORTS**




**EXHIBIT G:**
            **GOVERNMENT
                AUTHORIZATIONS TO BE OBTAINED; ZONING
                PERMITS**




**EXHIBIT H:**
            **PENDING
                LITIGATION**




**EXHIBIT I:**
            **LIST
                OF LEASES AND CONTRACTS**




**EXHIBIT J:**
            **WIRE
                TRANSFER INSTRUCTIONS**










(vi)
 **EX-10.83.7
          Hunters Glen Lease**


**LEASE
      AGREEMENT**








This
      Lease Agreement (“Lease”) is made effective as of September 1, 2005 (the
“Effective Date”) between **HCRI HUNTERS
      GLEN PROPERTIES, LLC** ,
      a
      limited liability company organized under the laws of the State of Delaware
      (“Landlord” as further defined in §1.3 below), having its principal office
      located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo,
      Ohio 43603-1475, and **EMERITUS
      CORPORATION** ,
      a
      corporation organized under the laws of the State of Washington (“Tenant”),
      having its chief executive office located at 3131 Elliott Avenue,
      Suite 500, Seattle, Washington 98121.




**R
      E C I T A L S**




A.  As
      of the
      date hereof, Landlord acquired the Leased Property (defined below) and paid
      the
      Acquisition Payment (defined below) towards the purchase price for the Leased
      Property. The amount paid by Tenant for the costs incurred by Landlord in
      connection with its acquisition from Tenant of the Leased Property, if any,
      shall be considered Tenant’s contribution.




B.  Landlord
      desires to lease the Leased Property to Tenant and Tenant desires to lease
      the
      Leased Property from Landlord upon the terms set forth in this
      Lease.




NOW,
      THEREFORE, Landlord and Tenant agree as follows:




**ARTICLE
      1:**  **LEASED
      PROPERTY, TERM AND DEFINITIONS**




1.1  Leased
      Property .
      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
      Leased Property, subject, however, to the Permitted Exceptions and subject
      to
      the terms and conditions of this Lease.




1.2  Term .
      The
      initial term (“Initial Term”) of this Lease commences on the Effective Date and
      expires at 12:00 Midnight Eastern Time on the day before the 15 th anniversary
      of the Commencement Date (the “Expiration Date”); provided, however, that Tenant
      has one or more options to renew the Lease pursuant to
      Article 12.




1.3  Definitions .
      Except
      as otherwise expressly provided, [i] the terms defined in this section
      have
      the meanings assigned to them in this section and include the plural as well
      as
      the singular; [ii] all accounting terms not otherwise defined herein
      have
      the meanings assigned to them in accordance with generally accepted accounting
      principles as of the time applicable; and [iii] the words “herein”,
“hereof” and “hereunder” and similar words refer to this Lease as a whole and
      not to any particular section.




“Acquisition
      Payment” means any payment by Landlord to acquire Leased Property.




“ADA”
      means the federal statute entitled Americans with Disabilities Act,
      42 U.S.C. §12101, *et seq* .




**1**
 **EX-10.83.7
          Hunters Glen Lease**


“Additional
      Rent” has the meaning set forth in §2.3.




“Affiliate”
      means any person, corporation, partnership, limited liability company, trust,
      or
      other legal entity that, directly or indirectly, controls, or is controlled
      by,
      or is under common control with Tenant or Guarantor. “Control” (and the
      correlative meanings of the terms “controlled by” and “under common control
      with”) means the possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of such entity. “Affiliate”
      includes, without limitation, Guarantor. An Affiliate of Tenant and Guarantor
      shall specifically exclude [i] Saratoga Partners IV, L.P.
      (“Saratoga”); [ii] Senior Healthcare Partners, LLC; [iii] Columbia
      Pacific Management, Inc.; [iv] Holiday Retirement Corporation;
      [v] Alterra Healthcare Corporation, but only prior to the date of Tenant’s
      acquisition thereof, if such acquisition were to occur; and [vi] any
      Affiliate of any of the entities listed in clauses [i] through
      [vi].




“Affiliate
      Lease” means each lease now or hereafter made between Landlord or any Landlord
      Affiliate and Tenant or any Affiliate, as amended, modified, extended or renewed
      from time to time.




“Affiliate
      Tenant” means each Affiliate that is a tenant under an Affiliate
      Lease.




“Annual
      Company Budget” means Tenant’s projection of its financial statement for the
      next fiscal year (or the 12-month rolling forward period, if applicable), which
      shall include the balance sheet, statement of income, statement of cash flows,
      statement of shareholders’ equity and statement of capital expenditures for the
      applicable period.




“Annual
      Facility Budget” means Tenant’s projection of the Facility Financial Statement
      for the next fiscal year (or the 12-month rolling forward period, if
      applicable).




“Annual
      Financial Statements” means [i] an audited Facility Financial Statement for
      the most recent fiscal year; and [ii] for Guarantor, a current unaudited
      personal financial statement.




“Annual
      Rent Increase” means the sum of [i] the product of the Investment Amount as
      of the Rent Adjustment Date times the applicable Increaser Rate, plus
      [ii] the Rent Shortfall, if any.




“Average
      Daily Census” means the number determined by dividing the total resident days
      for a Facility during a specific month by the actual number of days contained
      in
      that month.




“Bankruptcy
      Code” means the United States Bankruptcy Code set forth in 11 U.S.C. §101, *et seq.* ,
      as
      amended from time to time.




“Base
      Price” means an amount equal to the greater of [i] Total Investment Amount;
      or [ii] the sum of [a] the Total Investment Amount plus [b] 50%
      of the difference between the Fair Market Value at the time of the exercise
      of
      the Right of First Opportunity under Article 13 and the Total Investment
      Amount.




**2**
 **EX-10.83.7
          Hunters Glen Lease**


“Base
      Rent” has the meaning set forth in §2.1, as increased from time to time pursuant
      to §2.2.




“Borrower”
      means MM Assisted, L.L.C., a Washington limited liability
      company.




“Business
      Day” means any day other than a Saturday, Sunday, or national
      holiday.




“Casualty”
      has the meaning set forth in §9.1.




“CERCLA”
      means the Comprehensive Environmental Response, Compensation and Liability
      Act
      of 1980, as amended from time to time.




“Closing”
      means the closing of the lease of the Leased Property to Tenant.




“Collateral”
      has the meaning set forth in §24.1.




“Commencement
      Date” means the Effective Date if such date is the first day of a month, and if
      it is not, the first day of the first month following the Effective
      Date.




“Commitment”
      means the Amended and Restated Term Sheet for the Lease dated August 27,
      2004 and the Project Approval Letter dated August 13, 2004.




“CPI”
      means the Consumer Price Index for Urban Wage Earners and Clerical Workers,
      U.S.
      Cities Average, All Items, (1982-1984=100) published by the Bureau of Labor
      Statistics of the U.S. Department of Labor; provided that if compilation of
      the
      CPI in its present form and calculated on its present basis is discontinued
      or
      transferred to any other governmental department or bureau, then the index
      most
      nearly the same as the CPI published by the Bureau of Labor Statistics shall
      be
      used. If there is no such similar index, a substitute index which is then
      generally recognized as being similar to the CPI shall be used, such substitute
      index to be reasonably selected by Landlord.




“CPI
      Change” shall be determined by dividing [i] the most recently available CPI
      as of the applicable Rent Adjustment Date by [ii] the CPI used for the
      preceding Rent Adjustment Date. For the 2 nd Lease
      Year, the Commencement Date shall serve as the preceding Rent Adjustment
      Date.




“Default
      Rent” has the meaning set forth in §8.6.




“Effective
      Date” means the date of this Lease.




“Environmental
      Laws” means all federal, state, and local laws, ordinances and policies the
      purpose of which is to protect human health and the environment, as amended
      from
      time to time, including, but not limited to, [i] CERCLA; [ii] the
      Resource Conservation and Recovery Act; [iii] the Hazardous Materials
      Transportation Act; [iv] the Clean Air Act; [v] Clean Water Act;
      [vi] the Toxic Substances Control Act; [vii] the Occupational
      Safety
      and Health Act; [viii] the Safe Drinking Water Act; and [ix] analogous
      state laws and regulations.




**3**
 **EX-10.83.7
          Hunters Glen Lease**


“Event
      of
      Default” has the meaning set forth in §8.1.




“Expiration
      Date” has the meaning set forth in §1.2.




“Facility”
      means the Facility located on the Land, including the Facility
      Property.




“Facility
      Cash Flow” has the meaning set forth in §15.7.1.




“Facility
      Coverage Ratio” has the meaning set forth in §15.7.1.




“Facility
      Financial Statement” means a financial statement for the Facility which shall
      include the balance sheet, statement of income, statement of cash flows,
      statement of shareholders’ equity, occupancy census data (including payor mix),
      statement of capital expenditures and a comparison of the actual financial
      data
      versus the Annual Company Budget for the applicable period.




“Facility
      Name” means the name under which the Facility has done business during the Term.
      The Facility Name in use by the Facility on the Effective Date is set forth
      on
      the attached Exhibit C.




“Facility
      Property” means the Land on which the Facility is located, the legal description
      of which is set forth on Exhibit A, the Improvements on the Land, the
      Related Rights, and Landlord’s Personal Property.




“Facility
      State” means the State in which the Facility is located.




“Facility
      Uses” means the uses relating to the operation of the Facility as a facility of
      the type and operating the number of beds and units set forth on
      Exhibit C.




“Fair
      Market Value” has the meaning set forth in §13.2.




“Financial
      Statements” means [i] the annual, quarterly and year to date financial
      statements of Tenant; and [ii] all operating statements for the Facility,
      that were submitted to Landlord prior to the Effective Date.




“Fixtures”
      means all permanently affixed equipment, machinery, fixtures and other items
      of
      real and/or personal property (excluding Landlord’s Personal Property),
      including all components thereof, now and hereafter located in, on or used
      in
      connection with, and permanently affixed to or incorporated into the
      Improvements, including, without limitation, all furnaces, boilers, heaters,
      electrical equipment, heating, plumbing, lighting, ventilating, refrigerating,
      incineration, air and water pollution control, waste disposal, air-cooling
      and
      air-conditioning systems and apparatus, sprinkler systems and fire and theft
      protection equipment, built-in oxygen and vacuum systems, towers and other
      devices for the transmission of radio, television and other signals, all of
      which, to the greatest extent permitted by law, are hereby deemed by the parties
      hereto to constitute real estate, together with all replacements, modifications,
      alterations and additions thereto.




**4**
 **EX-10.83.7
          Hunters Glen Lease**


“Government
      Authorizations” means all permits, licenses, approvals, consents, and
      authorizations required to comply with all Legal Requirements, including, but
      not limited to, [i] zoning permits, variances, exceptions, special use
      permits, conditional use permits, and consents; [ii] the permits, licenses,
      provider agreements and approvals required for licensure and operation of the
      Facility in accordance with the Facility Uses and, if applicable, certified
      as a
      provider under the federal Medicare and state Medicaid programs;
      [iii] environmental, ecological, coastal, wetlands, air, and water permits,
      licenses, and consents; [iv] curb cut, subdivision, land use, and planning
      permits, licenses, approvals and consents; [v] building, sign, fire,
      health, and safety permits, licenses, approvals, and consents; and
      [vi] architectural reviews, approvals, and consents required under
      restrictive covenants.




“Guarantor”
      means Individual Guarantor.




“Guaranty”
      means the Unconditional and Continuing Lease Guaranty entered into by Guarantor
      to guarantee payment and performance of the Obligor Group Obligations and any
      amendments thereto or substitutions or replacements therefore.




“Hazardous
      Materials” means any substance [i] the presence of which poses a hazard to
      the health or safety of persons on or about the Land, including, but not limited
      to, asbestos containing materials; [ii] which requires removal or
      remediation under any Environmental Law, including, without limitation, any
      substance which is toxic, explosive, flammable, radioactive, or otherwise
      hazardous; or [iii] which is regulated under or classified under any
      Environmental Law as hazardous or toxic, including, but not limited to, any
      substance within the meaning of “hazardous substance”, “hazardous material”,
“hazardous waste”, “toxic substance”, “regulated substance”, “solid waste” or
“pollutant” as defined in any Environmental Law.




“HCN”
      means Health Care REIT, Inc., a Delaware corporation.




“HIPDB”
      means the Healthcare Integrity and Protection Data Bank maintained by the
      Department of Health and Human Services.




“Impositions”
      has the meaning set forth in §3.2.




“Improvements”
      means all buildings, structures, Fixtures and other improvements of every kind
      on any portion of the Land, including, but not limited to, alleys, sidewalks,
      utility pipes, conduits and lines (on-site and off-site), parking areas and
      roadways appurtenant to such buildings and structures, now or hereafter situated
      upon any portion of the Land.




“Increaser
      Rate” means .40% for the 2 nd ,
      3 rd and
      4 th Lease
      Year and .30% for the 5 th Lease
      Year and each Lease Year thereafter plus for each Lease Year the Rate Shortfall,
      if any.




“Individual
      Guarantor” means Daniel R. Baty.




“Initial
      Term” has the meaning set forth in §1.2.




“Investment
      Amount” is an aggregate concept and means the sum of all Landlord Payments
      outstanding at the applicable time.




**5**
 **EX-10.83.7
          Hunters Glen Lease**


“Land”
      means the real property described in Exhibit A attached
      hereto.




“Landlord”
      means HCRI Hunters Glen Properties, LLC, a limited liability company
      organized under the laws of the State of Delaware.




“Landlord
      Affiliate” means any person, corporation, partnership, limited liability
      company, trust, or other legal entity that, directly or indirectly, controls,
      or
      is controlled by, or is under common control with Landlord. “Control” (and the
      correlative meanings of the terms “controlled by” and “under common control
      with”) means the possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of such entity.




“Landlord
      Payment” means the Acquisition Payment or any advance by Landlord under the
      terms hereof.




“Landlord’s
      Personal Property” means all Personal Property owned by Landlord on the
      Effective Date and located at the Facility, including, without limitation,
      all
      personal property listed on the attached Exhibit D, together with any
      and
      all replacements thereof, and all Personal Property that pursuant to the terms
      of this Lease becomes the property of Landlord during the Term.




“Lease”
      means this Lease Agreement, as amended from time to time.




“Lease
      Documents” means this Lease and all documents executed by Landlord and Tenant
      relating to this Lease or the Facility.




“Lease
      Payments” means the sum of the Base Rent payments (as increased from time to
      time) for the applicable period.




“Lease
      Year” means each consecutive period of 365 or 366 days throughout the Term.
      The first Lease Year commences on the Commencement Date and expires on the
      day
      before the first anniversary of the Commencement Date.




“Leased
      Property” means all of the Land, Improvements, Related Rights and Landlord’s
      Personal Property.




“Legal
      Requirements” means all laws, regulations, rules, orders, writs, injunctions,
      decrees, certificates, requirements, agreements, conditions of participation
      and
      standards of any federal, state, county, municipal or other governmental entity,
      administrative agency, insurance underwriting board, architectural control
      board, private third-party payor, accreditation organization, or any restrictive
      covenants applicable to the development, construction, condition and operation
      of the Facility by Tenant for the Facility Uses, including, but not limited
      to,
      [i] zoning, building, fire, health, safety, sign, and subdivision
      regulations and codes; [ii] certificate of need laws (if applicable);
      [iii] licensure to operate as the Facility in accordance with its Facility
      Uses; [iv] Medicare and Medicaid certification requirements (if
      applicable); [v] the ADA; [vi] any Environmental Laws; and
      [vii] requirements, conditions and standards for participation in
      third-party payor insurance programs.




**6**
 **EX-10.83.7
          Hunters Glen Lease**


“Lender”
      means GMAC Commercial Mortgage Corporation, a California
      corporation.




“Loan
      Documents” as used herein means the Loan Documents, as defined in the Assumption
      and Release Agreement of even date herewith, by and among Landlord, HCN,
      Borrower, Guarantor, Fannie Mae and includes [i] the Note [ii] the
      Subordination, Assignment and Security Agreement (the “Subordination Agreement”)
      by and among Tenant, Landlord and Fannie Mae; and [iii] any other documents
      executed in connection with the assumption of the Note and executed by either
      Tenant, Guarantor, Landlord and/or HCN.




“Material
      Obligation” means [i] any indebtedness with respect to any critical care
      equipment and for all other equipment any indebtedness in excess of $250,000.00
      at the Facility secured by a security interest in or a lien, deed of trust
      or
      mortgage on any of the Leased Property (or any part thereof, including any
      Personal Property) and any agreement relating thereto; [ii] any obligation
      or agreement that is material to the construction or operation of the Facility
      or that is material to Tenant’s business or financial condition and where a
      breach thereunder, if not cured within any applicable cure period, would have
      a
      material adverse affect on the financial condition of Tenant or the results
      of
      operations at the Facility; and [iii] any indebtedness or lease of Tenant,
      other than this Lease, that has an outstanding principal balance or obligation
      of at least $1,000,000.00.




“Mortgage”
      means the Multifamily Deed of Trust, Assignment of Rents and Security Agreement
      dated as of April 15, 2003 from Borrower in favor of Lender to secure
      the
      Note, as assigned to and assumed by Landlord and as the same may be amended
      from
      time to time.




“Net
      Operating Income” means the pre-tax net income of Tenant plus [i] the
      amount of the provision for depreciation and amortization; plus [ii] the
      amount of the provision for interest and lease payments, if any; plus
      [iii] the amount of the provision for Rent payments; plus [iv] the
      amount of the provision for management fees.




“Note”
      means the Multifamily Note dated as of April 15, 2003 in the original
      principal amount of $7,000,000.00 from Borrower to Lender as assigned to and
      assumed by Landlord and as the same may be amended from time to
      time.




“Obligor
      Group Obligations” means all payment and performance obligations of Tenant or
      Guarantor to Landlord or any Landlord Affiliate, including, but not limited
      to,
      all obligations under this Lease, any loans extended to Tenant or Guarantor
      by
      Landlord or any Landlord Affiliate and all documents executed by Tenant or
      Guarantor in favor of Landlord or any Landlord Affiliate in connection with
      this
      Lease, any loan or any other obligation.




“Offer”
      has the meaning set forth in §13.1.




“Opportunity
      Notice” has the meaning set forth in §13.1(a).




“Organization
      State” means the State in which an entity is organized.




**7**
 **EX-10.83.7
          Hunters Glen Lease**


“Organizational
      Documents” means [i] for a corporation, its Articles of Incorporation
      certified by the Secretary of State of the Organization State, as amended to
      date, and its Bylaws certified by such entity, as amended to date; [ii] for
      a partnership, its Partnership Agreement certified by such entity, as amended
      to
      date, and the Partnership Certificate, certified by the appropriate authority
      (if applicable), as amended to date; and [iii] for a limited liability
      company, its Articles of Organization certified by the Secretary of State of
      the
      Organization State, as amended to date, and its Operating Agreement certified
      by
      such entity, as amended to date.




“Payment
      Date” means the date on which Landlord makes a Landlord Payment.




“Periodic
      Financial Statements” means [i] for Tenant, an unaudited balance sheet and
      statement of income for the most recent quarter; [ii] for the Facility,
      an
      unaudited Facility Financial Statement for the most recent month; and
      [iii] for the Individual Guarantor, a current unaudited personal financial
      statement.




“Permitted
      Exceptions” means all easements, liens, encumbrances, restrictions, agreements
      and other title matters existing as of the Effective Date, including, without
      limitation, the exceptions to title set forth on Exhibit B attached
      hereto,
      and any sublease of any portion of the Leased Property made in complete
      accordance with Article 18.




“Permitted
      Liens” means [i] liens granted to Landlord; [ii] liens customarily
      incurred by Tenant in the ordinary course of business for items not delinquent,
      including mechanic’s liens and deposits and charges under worker’s compensation
      laws; [iii] liens for taxes and assessments not yet due and payable;
      [iv] any lien, charge, or encumbrance which is being contested in good
      faith pursuant to this Lease; [v] the Permitted Exceptions; and
      [vi] purchase money financing and capitalized equipment leases for the
      acquisition of personal property provided, however, that Landlord obtains a
      nondisturbance agreement from the purchase money lender or equipment lessor
      in
      form and substance as may be satisfactory to Landlord if the original cost
      of
      the equipment exceeds $250,000.00.




“Personal
      Property” means all machinery, equipment, furniture, furnishings, movable walls
      or partitions, computers (and all associated software), trade fixtures and
      other
      personal property (but excluding consumable inventory and supplies owned by
      Tenant) used in connection with the Leased Property, together with all
      replacements and alterations thereof and additions thereto, except items, if
      any, included within the definition of Fixtures or Improvements.




“Pro
      Forma Statement” means a financial forecast for the Facility for the next
      five-year period prepared in accordance with the standards for forecasts
      established by the American Institute of Certified Public
      Accountants.




“Protected
      Period” has the meaning set forth in §13.1(a).




“Qualified
      Capital Expenditures” means the expenditures capitalized on the books of Tenant
      for any of the following: replacement of furniture, fixtures and equipment,
      including refrigerators, ranges, major appliances, bathroom fixtures, doors
      (exterior and interior), central air conditioning and heating systems (including
      cooling towers, water chilling units, furnaces,




**8**
 **EX-10.83.7
          Hunters Glen Lease**


boilers
      and fuel storage tanks) and replacement of siding; roof replacements, including
      replacements of gutters, downspouts, eaves and soffits; repairs and replacements
      of plumbing and sanitary systems; overhaul of elevator systems; repaving,
      resurfacing and sealcoating of sidewalks, parking lots and driveways; repainting
      of entire building exterior and normal maintenance and repairs needed to
      maintain the quality and condition of the Facility in the market in which it
      operates, but excluding Alterations.




“Rate
      Shortfall” means, as of the applicable Rent Adjustment Date, a cumulative
      percentage amount equal to the sum of .40% if for the 2 nd ,
      3 rd and
      4 th Lease
      Year there was no Annual Rent Increase and .30% for each Lease Year thereafter
      in which there was no Annual Rent Increase.




“Real
      Estate Tax Escrow Agreement” means that certain agreement dated
      as
      of the date hereof by
      and
      among HCN, Lawyers Title Insurance Corporation and Tenant with respect to the
      escrow of sums in furtherance of the satisfaction of real estate taxes
      associated with the Land.




“Receivables”
      means [i] all of Tenant’s rights to receive payment for providing resident
      care and services at the Facility as set forth in any accounts, contract rights,
      and instruments, and [ii] those documents, chattel paper, inventory
      proceeds, provider agreements, participation agreements, ledger sheets, files,
      records, computer programs, tapes, and agreements relating to Tenant’s rights to
      receive payment for providing resident care services at the
      Facility.




“Related
      Rights” means all easements, rights (including bed operating rights) and
      appurtenances relating to the Land and the Improvements.




“Renewal
      Date” means the first day of each Renewal Term.




“Renewal
      Fee” means a fee equal to 1% of the Investment Amount.




“Renewal
      Option” has the meaning set forth in §12.1.




“Renewal
      Term” has the meaning set forth in §12.1.




“Rent”
      means Base Rent, Additional Rent and Default Rent.




“Rent
      Adjustment Date” means each anniversary of the Commencement Date during the
      Term.




“Rent
      Schedule” means the schedule issued by Landlord to Tenant showing the Base Rent
      to be paid by Tenant pursuant to the terms of this Lease, as such schedule
      is
      amended from time to time by Landlord. The initial Rent Schedule is attached
      to
      this Lease as Schedule 1 or, after review and approval by Tenant, will
      be
      attached following Closing if the Rent Schedule cannot be determined until
      the
      day of Closing.




“Rent
      Shortfall” means the cumulative amount equal to the difference between the Base
      Rent payable for each Lease Year in which there was no Annual Rent Increase
      and
      the Base Rent that would have been payable if the Base Rent had been calculated
      based upon a rate




**9**
 **EX-10.83.7
          Hunters Glen Lease**


of
      return
      to Landlord that increased by .40% for the 2 nd ,
      3 rd and
      4 th Lease
      Year and .30% for the 5 th Lease
      Year and each Lease Year thereafter.




“Replacement
      Operator” has the meaning set forth in §15.9.1.




“Right
      of
      First Opportunity Event” has the meaning set forth in §13.1.




“Secured
      Party” has the meaning set forth in §24.1.




“Seller”
      means each person or entity that conveyed title to a Facility to
      Landlord.




“Tenant”
      has the meaning set forth in the introductory paragraph of this
      Lease.




“Tenant’s
      Property” has the meaning set forth in §11.1.




“Term”
      means the Initial Term and each Renewal Term.




1.4  Landlord
      As Agent .
      With
      respect to the Facility, Landlord appoints HCN as the agent and lawful
      attorney-in-fact of Landlord to act for Landlord for all purposes and actions
      of
      Landlord under this Lease and the other Lease Documents. All notices, consents,
      waivers and all other documents and instruments executed by HCN pursuant to
      the
      Lease Documents from time to time and all other actions of HCN as Landlord
      under
      the Lease Documents shall be binding upon Landlord. All Rent payable under
      this
      Lease shall be paid to HCN.




**ARTICLE
      2:**  **RENT**




2.1  Base
      Rent .
      Tenant
      shall pay Landlord base rent (“Base Rent”) in advance in consecutive monthly
      installments payable on the first day of each month during the Term commencing
      on the Commencement Date. If the Effective Date is not the first day of a month,
      Tenant shall pay Landlord Base Rent on the Effective Date for the partial month,
      i.e., for the period commencing on the Effective Date and ending on the day
      before the Commencement Date. The Base Rent payable for the Lease Year is as
      shown on the Rent Schedule, subject to adjustment pursuant to §2.2.2 if
      applicable. For the second and each subsequent Lease Lear of the Initial Term,
      the Base Rent shall be paid in accordance with the most recent revised Rent
      Schedule provided by Landlord pursuant to §2.2, as applicable. The Base Rent for
      the Renewal Term will be determined in accordance with §12.2.




2.2  Base
      Rent Adjustments .




2.2.1  Annual
      Increase of Base Rent .
      Commencing on the first Rent Adjustment Date and on each Rent Adjustment Date
      thereafter, the monthly installment of Base Rent shall increase by an amount
      equal to 1/12 th of the
      Annual Rent Increase; provided, however, that if the CPI Change as of the Rent
      Adjustment Date is 0% or less, there shall not be an Annual Rent Increase for
      such Lease Year and the Base Rent will be equal to the Base Rent payable for
      the
      prior Lease Year. As of each Rent Adjustment Date, Landlord shall calculate
      the
      Annual Rent Increase and shall deliver the revised Rent Schedule to Tenant
      no
      later than 30 days after the Rent Adjustment Date. Until the revised
      Rent
      Schedule is delivered to Tenant, Tenant shall pay


**10**
 **EX-10.83.7
          Hunters Glen Lease**
 the
        monthly Base Rent with the Annual Rent Increase calculated based upon an
        Increaser Rate of .40% for the 2 nd ,
        3 rd and
        4 th Lease
        Year and .30% for the 5 th Lease
        Year and each Lease Year thereafter. After the revised Rent Schedule is
        delivered to Tenant, if the actual monthly Base Rent is more or less than
        the
        monthly Base Rent paid pursuant to the preceding sentence, the difference
        shall
        be added to or deducted from (as applicable) the monthly Base Rent payment
        made
        for the following month. Thereafter, Tenant shall make monthly Base Rent
        payments in accordance with the revised Rent Schedule.




2.2.2  Additional
      Landlord Payments .
      If
      Landlord makes a Landlord Payment other than the initial Acquisition Payment,
      the Base Rent will be increased effective on the Payment Date based upon the
      applicable rate of return to Landlord as set forth in the then current Rent
      Schedule. Until Tenant receives a revised Rent Schedule from Landlord, Tenant
      shall for each month [i] continue to make installments of Base Rent
      according to the Rent Schedule in effect on the day before the Payment Date;
      and
      [ii] within 10 days following Landlord’s issuance of an invoice, pay
      the difference between the installment of Base Rent that Tenant paid to Landlord
      for such month and the installment of Base Rent actually due to Landlord for
      such month as a result of the Landlord Payment. On the first day of the month
      following receipt of the revised Rent Schedule, Tenant shall pay the monthly
      installment of Base Rent specified in the revised Rent Schedule.




2.3  Additional
      Rent .
      In
      addition to Base Rent, Tenant shall pay all other amounts, liabilities,
      obligations and Impositions which Tenant assumes or agrees to pay under this
      Lease including any fine, penalty, interest, charge and cost which may be added
      for nonpayment or late payment of such items (collectively the “Additional
      Rent”).




2.4  Place
      of Payment of Rent .
      Tenant
      shall make all payments of Rent to Landlord by electronic wire transfer in
      accordance with the wiring instructions set forth in Exhibit J attached
      hereto, subject to change in accordance with other written instructions provided
      by Landlord from time to time.




2.5  Net
      Lease .
      This
      Lease shall be deemed and construed to be an “absolute net lease”, and Tenant
      shall pay all Rent and other charges and expenses in connection with the Leased
      Property throughout the Term, without abatement, deduction, recoupment or
      setoff. Landlord shall have all legal, equitable and contractual rights, powers
      and remedies provided either in this Lease or by statute or otherwise in the
      case of nonpayment of the Rent.




2.6  No
      Termination, Abatement, Etc .
      Except
      as otherwise specifically provided in this Lease, Tenant shall remain bound
      by
      this Lease in accordance with its terms. Tenant shall not, without the consent
      of Landlord, modify, surrender or terminate the Lease, nor seek nor be entitled
      to any abatement, deduction, deferment or reduction of Rent, or setoff or
      recoupment against the Rent. Except as expressly provided in this Lease, the
      obligations of Landlord and Tenant shall not be affected by reason of
      [i] any damage to, or destruction of, the Leased Property or any part
      thereof from whatever cause or any Taking (as hereinafter defined) of the Leased
      Property or any part thereof; [ii] the lawful or unlawful prohibition
      of,
      or restriction upon, Tenant’s use of the Leased Property, or any part thereof,
      the interference with such use by any person, corporation, partnership or other
      entity, or by reason of eviction by paramount title; [iii] any claim
      which
      Tenant has or might have against Landlord or by reason of


**11**
 **EX-10.83.7
          Hunters Glen Lease**
 any
        default or breach of any warranty by Landlord under this Lease or any other
        agreement between Landlord and Tenant, or to which Landlord and Tenant are
        parties; [iv] any bankruptcy, insolvency, reorganization, composition,
        readjustment, liquidation, dissolution, winding up or other proceeding affecting
        Landlord or any assignee or transferee of Landlord; or [v] any other
        cause,
        whether similar or dissimilar to any of the foregoing, other than a discharge
        of
        Tenant from any such obligations as a matter of law. Except as otherwise
        specifically provided in this Lease, Tenant hereby specifically waives all
        rights, arising from any occurrence whatsoever, which may now or hereafter
        be
        conferred upon it by law [a] to modify, surrender or terminate this
        Lease
        or quit or surrender the Leased Property or any portion thereof; or
        [b] entitling Tenant to any abatement, reduction, suspension or deferment
        of the Rent or other sums payable by Tenant hereunder. The obligations of
        Landlord and Tenant hereunder shall be separate and independent covenants
        and
        agreements and the Rent and all other sums payable by Tenant hereunder shall
        continue to be payable in all events unless the obligations to pay the same
        shall be terminated pursuant to the express provisions of this Lease or by
        termination of this Lease other than by reason of an Event of Default. Nothing
        in this §2.6 shall be construed to limit any right which Tenant may have to
        bring a separate action against Landlord for any claim which Tenant may have
        or
        allege to have against Landlord.




2.7  Transaction
      Fee .
      On the
      Effective Date, Tenant shall pay or cause to be paid a transaction fee to
      Landlord in an amount equal to 1% of the Investment Amount.




**ARTICLE
      3:**  **IMPOSITIONS
      AND UTILITIES**




3.1  Payment
      of Impositions .
      Tenant
      shall pay, as Additional Rent, all Impositions that may be levied or become
      a
      lien on the Leased Property or any part thereof at any time (whether prior
      to or
      during the Term), without regard to prior ownership of said Leased Property,
      before any fine, penalty, interest, or cost is incurred; provided, however,
      Tenant may contest any Imposition in accordance with §3.7. Tenant shall deliver
      to Landlord [i] not more than five days after the due date of each
      Imposition, copies of the invoice for such Imposition and except for Impositions
      being contested by Tenant in accordance with §3.7 the check delivered for
      payment thereof; and [ii] not more than 30 days after the due
      date of
      each Imposition, a copy of the official receipt evidencing such payment or
      other
      proof of payment satisfactory to Landlord. Tenant’s obligation to pay such
      Impositions shall be deemed absolutely fixed upon the date such Impositions
      become a lien upon the Leased Property or any part thereof. Tenant, at its
      expense, shall prepare and file all tax returns and reports in respect of any
      Imposition as may be required by governmental authorities. Tenant shall be
      entitled to any refund due from any taxing authority if no Event of Default
      shall have occurred hereunder and be continuing and if Tenant shall have paid
      all Impositions due and payable as of the date of the refund. Landlord shall
      be
      entitled to any refund from any taxing authority if an Event of Default has
      occurred and is continuing. Any refunds retained by Landlord due to an Event
      of
      Default shall be applied as provided in §8.8. Landlord and Tenant shall, upon
      request of the other, provide such data as is maintained by the party to whom
      the request is made with respect to the Leased Property as may be necessary
      to
      prepare any required returns and reports. In the event governmental authorities
      classify any property covered by this Lease as personal property, Tenant shall
      file all personal property tax returns in such jurisdictions where it may
      legally so file. Landlord, to the extent it possesses the same, and Tenant,
      to
      the extent it possesses the same, will provide the other party, upon request,
      with cost and depreciation records necessary for


**12**
 **EX-10.83.7
          Hunters Glen Lease**
 filing
        returns for any property so classified as personal property. Where Landlord
        is
        legally required to file personal property tax returns, Tenant will be provided
        with copies of assessment notices indicating a value in excess of the reported
        value in sufficient time for Tenant to file a protest. Tenant may, upon notice
        to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest,
        appeal, or institute such other proceedings as Tenant may deem appropriate
        to
        effect a reduction of real estate or personal property assessments and Landlord,
        at Tenant’s expense as aforesaid, shall fully cooperate with Tenant in such
        protest, appeal, or other action. Tenant shall reimburse Landlord for all
        personal property taxes paid by Landlord within 30 days after receipt
        of
        billings accompanied by copies of a bill therefore and payments thereof which
        identify the personal property with respect to which such payments are made.
        Impositions imposed in respect to the tax-fiscal period during which the
        Term
        terminates shall be adjusted and prorated between Landlord and Tenant as
        of the
        termination date, whether or not such Imposition is imposed before or after
        such
        termination, and Tenant’s obligation to pay its prorated share thereof shall
        survive such termination.




3.2  Definition
      of Impositions .
      “Impositions” means, collectively, [i] taxes (including, without
      limitation, all capital stock and franchise taxes of Landlord imposed by the
      Facility State or any governmental entity in the Facility State due to this
      lease transaction or Landlord’s ownership of the Leased Property and the income
      arising therefrom, or due to Landlord being considered as doing business in
      the
      Facility State because of Landlord’s ownership of the Leased Property or lease
      thereof to Tenant and in the event Landlord owns or leases property other than
      the Leased Property in the Facility State, Landlord agrees to allocate the
      foregoing on a pro-rata basis to the Leased Property), all real estate and
      personal property ad valorem, sales and use, business or occupation,
      single
      business, gross receipts, transaction privilege, rent or similar taxes;
      [ii] assessments (including, without limitation, all assessments for
      public
      improvements or benefits, whether or not commenced or completed prior to the
      date hereof and whether or not to be completed within the Term);
      [iii] ground rents, water, sewer or other rents and charges, excises,
      tax
      levies, and fees (including, without limitation, license, permit, inspection,
      authorization and similar fees); [iv] all taxes imposed on Tenant’s
      operations of the Leased Property, including, without limitation, employee
      withholding taxes, income taxes and intangible taxes; [v] all taxes
      imposed
      by the Facility State or any governmental entity in the Facility State with
      respect to the conveyance of the Leased Property by Landlord to Tenant or
      Tenant’s designee, including, without limitation, conveyance taxes; and
      [vi] all other governmental charges, in each case whether general or
      special, ordinary or extraordinary, or foreseen or unforeseen, of every
      character in respect of the Leased Property or any part thereof and/or the
      Rent
      (including all interest and penalties thereon due to any failure in payment
      by
      Tenant), which at any time prior to, during or in respect of the Term hereof
      may
      be assessed or imposed on or in respect of or be a lien upon [a] Landlord
      or Landlord’s interest in the Leased Property or any part thereof; [b] the
      Leased Property or any part thereof or any rent therefrom or any estate, right,
      title or interest therein; or [c] any occupancy, operation, use or
      possession of, or sales from, or activity conducted on, or in connection with
      the Leased Property or the leasing or use by Tenant of the Leased Property
      or
      any part thereof. Tenant shall not, however, be required to pay any capital
      gains tax or any tax based on net income imposed on Landlord by any governmental
      entity other than the capital stock and franchise taxes described in
      clause [i] above.




3.3  Escrow
      of Impositions .
      Consistent with and pursuant to the terms of the Real Estate Tax Escrow
      Agreement, Tenant shall deposit with Landlord on the first day of each


**13**
 **EX-10.83.7
          Hunters Glen Lease**
 month
        a
        sum equal to 1/12th of the Impositions assessed against the Leased Property
        for
        the preceding tax year for real estate taxes, which sums shall be used by
        Landlord toward payment of such Impositions. In addition, if an Event of
        Default
        occurs and while it remains uncured, Tenant shall, at Landlord’s election,
        deposit with Landlord on the first day of each month a sum equal to 1/12th
        of
        the Impositions assessed against the Leased Property for the preceding tax
        year
        other than for real estate taxes, which sums shall be used by Landlord toward
        payment of such Impositions. Tenant, on demand, shall pay to Landlord any
        additional funds necessary to pay and discharge the obligations of Tenant
        pursuant to the provisions of this section. The receipt by Landlord of the
        payment of such Impositions by and from Tenant shall only be as an accommodation
        to Tenant, the mortgagees, and the taxing authorities, and shall not be
        construed as rent or income to Landlord, Landlord serving, if at all, only
        as a
        conduit for delivery purposes. The foregoing provision shall become applicable
        only at such time as the escrow of Impositions is not required by Lender,
        it
        being understood and agreed that for so long as Lender requires that the
        real
        estate tax portion of the Imposition be escrowed with Lender, Tenant shall
        be
        deemed to have fulfilled its obligations under this §3.3 with respect to the
        real estate tax portion of the Imposition provided Tenant receives notice
        either
        from Lender or from Landlord as required pursuant to §15.12.3 and then Tenant
        makes the required escrow payment of the real estate tax portion of the
        Imposition to Lender as and when due.




3.4  Utilities .
      Tenant
      shall pay, as Additional Rent, all taxes, assessments, charges, deposits, and
      bills for utilities, including, without limitation, charges for water, gas,
      oil,
      sanitary and storm sewer, electricity, telephone service, and trash collection,
      which may be charged against the occupant of the Improvements during the Term.
      If an Event of Default occurs and while it remains uncured, Tenant shall, at
      Landlord’s election, deposit with Landlord on the first day of each month a sum
      equal to 1/12th of the amount of the annual utility expenses for the preceding
      Lease Year, which sums shall be used by Landlord to pay such utilities. Tenant
      shall, on demand, pay to Landlord any additional amount needed to pay such
      utilities. Landlord’s receipt of such payments shall only be an accommodation to
      Tenant and the utility companies and shall not constitute rent or income to
      Landlord. Absent circumstances beyond Tenant’s reasonable control, Tenant shall
      at all times maintain that amount of heat necessary to ensure against the
      freezing of water lines. Tenant hereby agrees to indemnify and hold Landlord
      harmless from and against any liability or damages to the utility systems and
      the Leased Property that may result from Tenant’s failure to maintain sufficient
      heat in the Improvements absent circumstances beyond Tenant’s reasonable
      control.




3.5  Discontinuance
      of Utilities .
      Landlord will not be liable for damages to person or property or for injury
      to,
      or interruption of, business for any discontinuance of utilities nor will such
      discontinuance in any way be construed as an eviction of Tenant or cause an
      abatement of rent or operate to release Tenant from any of Tenant’s obligations
      under this Lease.




3.6  Business
      Expenses .
      Tenant
      shall promptly pay all expenses and costs incurred in connection with the
      operation of the Facility on the Leased Property, including, without limitation,
      employee benefits, employee vacation and sick pay, consulting fees, and expenses
      for inventory and supplies.




3.7  Permitted
      Contests .
      Tenant,
      on its own or on Landlord’s behalf (or in Landlord’s name), but at Tenant’s
      expense, may contest, by appropriate legal proceedings


**14**
 **EX-10.83.7
          Hunters Glen Lease**
 conducted
        in good faith and with due diligence, the amount or validity or application,
        in
        whole or in part, of any Imposition or any Legal Requirement or insurance
        requirement or any lien, attachment, levy, encumbrance, charge or claim provided
        that [i] in the case of an unpaid Imposition, lien, attachment, levy,
        encumbrance, charge or claim, the commencement and continuation of such
        proceedings shall suspend the collection thereof from Landlord and from the
        Leased Property; [ii] neither the Leased Property nor any Rent therefrom
        nor any part thereof or interest therein would be in any immediate danger
        of
        being sold, forfeited, attached or lost; [iii] in the case of a Legal
        Requirement, Landlord would not be in any immediate danger of civil or criminal
        liability for failure to comply therewith pending the outcome of such
        proceedings; [iv] in the event that any such contest shall involve
        a sum of
        money or potential loss in excess of $50,000.00, Tenant shall deliver to
        Landlord and its counsel an opinion of Tenant’s counsel to the effect set forth
        in clauses [i], [ii] and [iii], to the extent applicable; [v] in
        the
        case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge,
        Tenant shall give such reasonable security as may be demanded by Landlord
        to
        insure ultimate payment of the same and to prevent any sale or forfeiture
        of the
        affected Leased Property or the Rent by reason of such nonpayment or
        noncompliance; provided, however, the provisions of this section shall not
        be
        construed to permit Tenant to contest the payment of Rent (except as to contests
        concerning the method of computation or the basis of levy of any Imposition
        or
        the basis for the assertion of any other claim) or any other sums payable
        by
        Tenant to Landlord hereunder; [vi] in the case of an insurance requirement,
        the coverage required by Article 4 shall be maintained; and [vii] if
        such contest be finally resolved against Landlord or Tenant, Tenant shall,
        as
        Additional Rent due hereunder, promptly pay the amount required to be paid,
        together with all interest and penalties accrued thereon, or comply with
        the
        applicable Legal Requirement or insurance requirement. Landlord, at Tenant’s
        expense, shall execute and deliver to Tenant such authorizations and other
        documents as may be reasonably required in any such contest, and, if reasonably
        requested by Tenant or if Landlord so desires, Landlord shall join as a party
        therein. Tenant hereby agrees to indemnify and save Landlord harmless from
        and
        against any liability, cost or expense of any kind that may be imposed upon
        Landlord in connection with any such contest and any loss resulting
        therefrom.




**ARTICLE
      4:**  **INSURANCE**




4.1  Property
      Insurance .
      At
      Tenant’s expense, Tenant shall maintain in full force and effect a property
      insurance policy or policies insuring the Leased Property against the
      following:




(a)  Loss
      or
      damage commonly covered by a “All Risk” or “Special Form”, policy insuring
      against physical loss or damage to the Improvements and Personal Property,
      including, but not limited to, risk of loss from fire and other hazards,
      collapse, transit coverage, vandalism, malicious mischief, theft, earthquake
      (if
      the Leased Property is in earthquake zone 1 or 2) and sinkholes (if
      usually
      recommended in the area of the Leased Property). The policy shall be in the
      amount of the full replacement value (as defined in §4.5) of the Improvements
      and Personal Property and shall contain a deductible amount acceptable to
      Landlord. Landlord shall be named as an additional insured. The policy shall
      include a stipulated value endorsement or agreed amount endorsement and
      endorsements for contingent liability for operations of building laws,
      demolition costs, and increased cost of construction.


**15**
 **EX-10.83.7
          Hunters Glen Lease**




(b)  If
      applicable, loss or damage by explosion of steam boilers, pressure vessels,
      or
      similar apparatus, now or hereafter installed on the Leased Property, in
      commercially reasonable amounts acceptable to Landlord.




(c)  Consequential
      loss of rents and income coverage insuring against all “All Risk” or “Special
      Form”, risk of physical loss or damage with limits and deductible amounts
      acceptable to Landlord covering risk of loss during the first nine months of
      reconstruction, and containing an endorsement for extended period of indemnity
      of at least 90 days, and shall be written with a stipulated amount of
      coverage if available at a reasonable premium.




(d)  If
      the
      Leased Property is located, in whole or in part, in a federally designated
      100-year flood plain area, flood insurance for the Improvements in an amount
      equal to the lesser of [i] the full replacement value of the Improvements;
      or [ii] the maximum amount of insurance available for the Improvements
      under all federal and private flood insurance programs.




(e)  Loss
      or
      damage caused by the breakage of plate glass in commercially reasonable amounts
      acceptable to Landlord.




(f)  Loss
      or
      damage commonly covered by blanket crime insurance, including employee
      dishonesty, loss of money orders or paper currency, depositor’s forgery, and
      loss of property of patients accepted by Tenant for safekeeping, in commercially
      reasonable amounts acceptable to Landlord.




4.2  Liability
      Insurance .
      At
      Tenant’s expense, Tenant shall maintain liability insurance against the
      following:




(a)  Claims
      for personal injury or property damage commonly covered by comprehensive general
      liability insurance with endorsements for incidental malpractice, contractual,
      personal injury, owner’s protective liability, voluntary medical payments,
      products and completed operations, broad form property damage, and extended
      bodily injury, with commercially reasonable amounts for bodily injury, property
      damage, and voluntary medical payments acceptable to Landlord, but with a
      combined single limit of not less than $5,000,000.00 per
      occurrence.




(b)  Claims
      for personal injury and property damage commonly covered by comprehensive
      automobile liability insurance, covering all owned and non-owned automobiles,
      with commercially reasonable amounts for bodily injury, property damage, and
      for
      automobile medical payments acceptable to Landlord, but with a combined single
      limit of not less than $5,000,000.00 per occurrence.




(c)  Claims
      for personal injury commonly covered by medical malpractice and professional
      liability insurance in commercially reasonable amounts acceptable to
      Landlord.




(d)  Claims
      commonly covered by workers’ compensation insurance for all persons employed by
      Tenant on the Leased Property. Such workers’ compensation


**16**
 **EX-10.83.7
          Hunters Glen Lease**
 insurance
        shall be in accordance with the requirements of all applicable local, state,
        and
        federal law.




4.3  Builder’s
      Risk Insurance. In
      connection with any construction, Tenant shall maintain in full force and effect
      a builder’s completed value risk coverage (“Builder’s Risk Policy”) of insurance
      in a nonreporting form insuring against all “All Risk” or “Special Form” risk of
      physical loss or damage to the Improvements, including, but not limited to,
      risk
      of loss from fire and other hazards, collapse, transit coverage, vandalism,
      malicious mischief, theft, earthquake (if Leased Property is in earthquake
      zone 1 or 2) and sinkholes (if usually recommended in the area of the
      Leased Property). The Builder’s Risk Policy shall include endorsements providing
      coverage for building materials and supplies and temporary premises. The
      Builder’s Risk Policy shall be in the amount of the full replacement value of
      the Improvements and shall contain a deductible amount acceptable to Landlord.
      Landlord shall be named as an additional insured. The Builder’s Risk Policy
      shall include an endorsement permitting initial occupancy.




4.4  Insurance
      Requirements .
      The
      following provisions shall apply to all insurance coverages required
      hereunder:




(a)  The
      form
      and substance of all policies shall be subject to the approval of Landlord,
      which approval will not be unreasonably withheld.




(b)  The
      carriers of all policies shall have a Best’s Rating of “A” or better and a
      Best’s Financial Category of XII or higher and shall be authorized to do
      insurance business in the Facility State.




(c)  Tenant
      shall be the “named insured” and Landlord shall be an “additional insured” on
      each policy.




(d)  Tenant
      shall deliver to Landlord certificates or policies showing the required
      coverages and endorsements. The policies of insurance shall provide that the
      policy may not be canceled or not renewed, and no material change or reduction
      in coverage may be made, without at least 30 days’ prior written notice to
      Landlord.




(e)  The
      policies shall contain a severability of interest and/or cross-liability
      endorsement, provide that the acts or omissions of Tenant or Landlord will
      not
      invalidate the coverage of the other party, and provide that Landlord shall
      not
      be responsible for payment of premiums.




(f)  All
      loss
      adjustment shall require the written consent of Landlord and Tenant, as their
      interests may appear.




(g)  At
      least
      30 days prior to the expiration of each insurance policy, Tenant shall
      deliver to Landlord a certificate showing renewal of such policy and payment
      of
      the annual premium therefor and a current Certificate of Compliance (in the
      form
      delivered at the time of Closing) completed and signed by Tenant’s insurance
      agent.


**17**
 **EX-10.83.7
          Hunters Glen Lease**




4.5  Replacement
      Value .
      The
      term “full replacement value” means the actual replacement cost thereof from
      time to time, including increased cost of construction endorsement, with no
      reductions or deductions. Tenant shall, in connection with each annual policy
      renewal, deliver to Landlord a redetermination of the full replacement value
      by
      the insurer or an endorsement indicating that the Leased Property is insured
      for
      its full replacement value. If Tenant makes any Permitted Alterations (as
      hereinafter defined) to the Leased Property, Landlord may have such full
      replacement value redetermined at any time after such Permitted Alterations
      are
      made, regardless of when the full replacement value was last
      determined.




4.6  Blanket
      Policy .
      Notwithstanding anything to the contrary contained in this Article 4,
      Tenant may carry the insurance required by this Article under a blanket policy
      of insurance, provided that the coverage afforded Tenant will not be reduced
      or
      diminished or otherwise be different from that which would exist under a
      separate policy meeting all of the requirements of this Lease.




4.7  No
      Separate Insurance .
      Tenant
      shall not take out separate insurance concurrent in form or contributing in
      the
      event of loss with that required in this Article, or increase the amounts of
      any
      then existing insurance, by securing an additional policy or additional
      policies, unless all parties having an insurable interest in the subject matter
      of the insurance, including Landlord and any mortgagees, are included therein
      as
      additional insureds or loss payees, the loss is payable under said insurance
      in
      the same manner as losses are payable under this Lease, and such additional
      insurance is not prohibited by the existing policies of insurance. Tenant shall
      immediately notify Landlord of the taking out of such separate insurance or
      the
      increasing of any of the amounts of the existing insurance by securing an
      additional policy or additional policies.




4.8  Waiver
      of Subrogation .
      Each
      party hereto hereby waives any and every claim which arises or may arise in
      its
      favor and against the other party hereto during the Term for any and all loss
      of, or damage to, any of its property located within or upon, or constituting
      a
      part of, the Leased Property, which loss or damage is covered by valid and
      collectible insurance policies, to the extent that such loss or damage is
      recoverable under such policies. Said mutual waiver shall be in addition to,
      and
      not in limitation or derogation of, any other waiver or release contained in
      this Lease with respect to any loss or damage to property of the parties hereto.
      Inasmuch as the said waivers will preclude the assignment of any aforesaid
      claim
      by way of subrogation (or otherwise) to an insurance company (or any other
      person), each party hereto agrees immediately to give each insurance company
      which has issued to it policies of insurance, written notice of the terms of
      said mutual waivers, and to have such insurance policies properly endorsed,
      if
      necessary, to prevent the invalidation of said insurance coverage by reason
      of
      said waivers, so long as such endorsement is available at a reasonable
      cost.




4.9  Mortgages .
      The
      following provisions shall apply if Landlord now or hereafter places a mortgage
      on the Leased Property or any part thereof: [i] Tenant shall obtain
      a
      standard form of lender’s loss payable clause insuring the interest of the
      mortgagee; [ii] Tenant shall deliver evidence of insurance to such
      mortgagee; [iii] loss adjustment shall require the consent of the
      mortgagee; and [iv] Tenant shall provide such other information and
      documents as may be required by the mortgagee.


**18**
 **EX-10.83.7
          Hunters Glen Lease**




4.10  Escrows .
      After
      an Event of Default occurs hereunder, Tenant shall make such periodic payments
      of insurance premiums in accordance with Landlord’s requirements after receipt
      of notice thereof from Landlord.




**ARTICLE
      5:**  **INDEMNITY**




5.1  Tenant’s
      Indemnification .
      Tenant
      hereby indemnifies and agrees to hold harmless Landlord and HCN (jointly and
      severally, “Indemnified Party”), any successors or assigns of Indemnified Party,
      and Indemnified Party’s and such successor’s and assign’s directors, officers,
      employees and agents from and against any and all demands, claims, causes of
      action, fines, penalties, damages (including consequential damages), losses,
      liabilities (including strict liability), judgments, and expenses (including,
      without limitation, reasonable attorneys’ fees, court costs, and the costs set
      forth in §8.7) incurred in connection with or arising from: [i] the use or
      occupancy of the Leased Property by Tenant or any persons claiming under Tenant;
      [ii] any activity, work, or thing done, or permitted or suffered by
      Tenant
      in or about the Leased Property; [iii] any acts, omissions, or negligence
      of Tenant or any person claiming under Tenant, or the contractors, agents,
      employees, invitees, or visitors of Tenant or any such person; [iv] any
      breach, violation, or nonperformance by Tenant or any person claiming under
      Tenant or the employees, agents, contractors, invitees, or visitors of Tenant
      or
      of any such person, of any term, covenant, or provision of this Lease or any
      law, ordinance, or governmental requirement of any kind, including, without
      limitation, any failure to comply with any applicable requirements under the
      ADA; [v] any injury or damage to the person, property or business of
      Tenant, its employees, agents, contractors, invitees, visitors, or any other
      person entering upon the Leased Property; [vi] any construction,
      alterations, changes or demolition of the Facility performed by or contracted
      for by Tenant or its employees, agents or contractors; [vii] any
      obligations, costs or expenses arising under any Permitted Exceptions; and
      [viii] strictly subject to the limitations of the terms of §15.12.2, any
      claim under a Loan Document arising solely from the acts or omissions of Tenant
      or Guarantor, including, but not limited to, (a) any claim against HCN
      under an Indemnity Agreement granted by HCN to Lender; and (b) any
      applicable make-whole premium payable to Lender as a result of an acceleration
      of the Loan, as applicable. If any action or proceeding is brought against
      Landlord, its employees, or agents by reason of any such claim, Tenant, upon
      notice from Landlord, will defend the claim at Tenant’s expense with counsel
      reasonably satisfactory to Landlord. All amounts payable to Landlord under
      this
      section shall be payable on written demand and any such amounts which are not
      paid within 10 days after demand therefore by Landlord shall bear interest
      at Landlord’s rate of return as provided in the Commitment. In case any action,
      suit or proceeding is brought against Tenant by reason of any such occurrence,
      Tenant shall use its commercially reasonable efforts to defend such action,
      suit
      or proceeding. Nothing in this §5.1 shall be construed as requiring Tenant to
      indemnify Landlord, its agents or employee, with respect to Landlord, its agents
      or employee gross negligence or willful misconduct or with respect to any claim
      under the Loan Documents arising from the acts or omissions of Landlord or
      HCN.




5.1.1  Notice
      of Claim .
      Landlord shall notify Tenant in writing of any claim or action brought against
      Landlord in which indemnity may be sought against Tenant pursuant to this
      section. Such notice shall be given in sufficient time to allow Tenant to defend
      or participate in such claim or action, but the failure to give such notice
      in
      sufficient time shall not constitute a defense hereunder nor in any way impair
      the obligations of Tenant under this section unless the


**19**
 **EX-10.83.7
          Hunters Glen Lease**
 failure
        to give such notice precludes or materially adversely affects Tenant’s defense
        of any such action.




5.1.2  Survival
      of Covenants .
      The
      covenants of Tenant contained in this section shall remain in full force and
      effect after the termination of this Lease until the expiration of the period
      stated in the applicable statute of limitations during which a claim or cause
      of
      action may be brought and payment in full or the satisfaction of such claim
      or
      cause of action and of all expenses and charges incurred by Landlord relating
      to
      the enforcement of the provisions herein specified.




5.1.3  Reimbursement
      of Expenses .
      Unless
      prohibited by law, Tenant hereby agrees to pay to Landlord all of the reasonable
      fees, charges and reasonable out-of-pocket expenses related to the Facility
      and
      required hereby, or incurred by Landlord in enforcing the provisions of this
      Lease.




5.2  Environmental
      Indemnity; Audits .
      Tenant
      hereby indemnifies and agrees to hold harmless Landlord, any successors to
      Landlord’s interest in this Lease, and Landlord’s and such successors’
      directors, officers, employees and agents from and against any losses, claims,
      damages (including consequential damages), penalties, fines, liabilities
      (including strict liability), costs (including cleanup and recovery costs),
      and
      expenses (including expenses of litigation and reasonable consultants’ and
      attorneys’ fees) incurred by Landlord or any other indemnitee or assessed
      against any portion of the Leased Property by virtue of any claim or lien by
      any
      governmental or quasi-governmental unit, body, or agency, or any third party,
      for cleanup costs or other costs pursuant to any Environmental Law. Tenant’s
      indemnity shall survive the termination of this Lease. Provided, however, Tenant
      shall have no indemnity obligation with respect to [i] Hazardous Materials
      first introduced to the Leased Property subsequent to the date that Tenant’s
      occupancy of the Leased Property shall have fully terminated; or
      [ii] Hazardous Materials introduced to the Leased Property by Landlord,
      its
      agent, employees, successors or assigns. If at any time during the Term of
      this
      Lease any governmental authority notifies Landlord or Tenant of a violation
      of
      any Environmental Law or Landlord reasonably believes that a Facility may
      violate any Environmental Law, Landlord may require one or more environmental
      audits of such portion of the Leased Property, in such form, scope and substance
      as specified by Landlord, at Tenant’s expense. Tenant shall, within 30 days
      after receipt of an invoice from Landlord, reimburse Landlord for all costs
      and
      expenses incurred in reviewing any environmental audit, including, without
      limitation, reasonable attorneys’ fees and costs.




5.3  Limitation
      of Landlord’s Liability .
      Landlord, its agents, and employees, will not be liable for any loss, injury,
      death, or damage (including consequential damages) to persons, property, or
      Tenant’s business occasioned by theft, act of God, public enemy, injunction,
      riot, strike, insurrection, war, court order, requisition, order of governmental
      body or authority, fire, explosion, falling objects, steam, water, rain or
      snow,
      leak or flow of water (including water from the elevator system), rain or snow
      from the Leased Property or into the Leased Property or from the roof, street,
      subsurface or from any other place, or by dampness or from the breakage,
      leakage, obstruction, or other defects of the pipes, sprinklers, wires,
      appliances, plumbing, air conditioning, or lighting fixtures of the Leased
      Property, or from construction, repair, or alteration of the Leased Property
      or
      from any acts or omissions of any other occupant or visitor of the Leased
      Property, or from any other cause beyond Landlord’s


**20**
 **EX-10.83.7
          Hunters Glen Lease**
 control.
        Nothing in this §5.3 shall be construed as relieving Landlord or its agents or
        employees from any liability arising directly out of Landlord’s or its agents’
        or employees’ own gross negligence or willful misconduct.




**ARTICLE
      6:**  **USE
      AND ACCEPTANCE OF PREMISES**




6.1  Use
      of
      Leased Property .
      Tenant
      shall use and occupy the Leased Property exclusively for the Facility Uses
      specified for the Facility and for all lawful and licensed ancillary uses,
      including the operation of an Alzheimer’s Memory Loss Unit, provided Tenant
      complies with all applicable Legal Requirements material to permit the foregoing
      and for no other purpose without the prior written consent of Landlord. Tenant
      shall obtain and maintain all approvals, licenses, and consents needed to use
      and operate the Leased Property as herein permitted. Landlord agrees that in
      the
      event that Tenant has not obtained a license to operate the Facility on the
      Effective Date, Tenant shall be in compliance with this section provided
      [i] Tenant has entered into contractual arrangements with the current
      licenseholder and/or manager of the Facility, including a sublease and/or a
      management agreement (the “Interim Agreements”), which contractual arrangements
      are in compliance with all Legal Requirements material thereto authorizing
      Tenant or licenseholder, as applicable, to operate and manager to manage the
      Facility; and [ii] Tenant proceeds in a diligent manner to obtain a
      license
      to operate the Facility. Tenant shall deliver (or cause to be delivered) to
      Landlord complete copies of surveys, examinations, certification and licensure
      inspections, compliance certificates, and other similar reports issued to Tenant
      by any governmental agency within 10 Business Days after Tenant’s receipt
      of each item.




6.2  Acceptance
      of Leased Property .
      Tenant
      acknowledges that [i] Tenant and its agents have had an opportunity
      to
      inspect the Leased Property; [ii] Tenant has found the Leased Property
      fit
      for Tenant’s use; [iii] Landlord will deliver the Leased Property to Tenant
      in “as-is” condition; [iv] Landlord is not obligated to make any
      improvements or repairs to the Leased Property; and [v] the roof, walls,
      foundation, heating, ventilating, air conditioning, telephone, sewer,
      electrical, mechanical, elevator, utility, plumbing, and other portions of
      the
      Leased Property are in good working order. Tenant waives any claim or action
      against Landlord with respect to the condition of the Leased Property. LANDLORD
      MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE
      LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN
      OR
      CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO QUALITY
      OF
      THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT
      ALL
      SUCH RISKS ARE TO BE BORNE BY TENANT.




6.3  Conditions
      of Use and Occupancy .
      Tenant
      agrees that during the Term it shall use and keep the Leased Property in a
      careful, safe and proper manner; not commit or suffer waste thereon; not use
      or
      occupy the Leased Property for any unlawful purposes; not use or occupy the
      Leased Property or permit the same to be used or occupied, for any purpose
      or
      business deemed extra-hazardous on account of fire or otherwise; keep the Leased
      Property in such repair and condition as may be required by the Board of Health,
      or other city, state or federal authorities, free of all cost to Landlord;
      not
      permit any acts to be done which will cause the cancellation, invalidation,
      or
      suspension of any insurance policy; and permit Landlord and its


**21**
 **EX-10.83.7
          Hunters Glen Lease**
 agents
        to
        enter upon the Leased Property at all reasonable times upon prior notice
        (except
        in the case of an emergency where no prior notice shall be required) to examine
        the condition thereof. Landlord shall have the right to have an annual
        inspection of the Leased Property performed and Tenant shall pay an inspection
        fee of the lesser of $1,500.00 or Landlord’s reasonable out-of-pocket expenses
        within 30 days after receipt of Landlord’s invoice.




**ARTICLE
      7:**  **MAINTENANCE
      AND MECHANICS’ LIENS**




7.1  Maintenance .
      Tenant
      shall maintain, repair, and replace the Leased Property, including, without
      limitation, all structural and nonstructural repairs and replacements to the
      roof, foundations, exterior walls, HVAC systems, equipment, parking areas,
      sidewalks, water, sewer and gas connections, pipes and mains. Tenant shall
      pay,
      as Additional Rent, the full cost of maintenance, repairs, and replacements.
      Tenant shall maintain all drives, sidewalks, parking areas, and lawns on or
      about the Leased Property in a clean and orderly condition, free of
      accumulations of dirt, rubbish, snow and ice. Tenant shall at all times
      maintain, operate and otherwise manage the Leased Property on a basis and in
      a
      manner consistent with the standards currently maintained by Tenant at the
      Leased Property. All repairs shall, to the extent reasonably achievable, be
      at
      least equivalent in quality to the original work or the property to be repaired
      shall be replaced. Tenant will not take or omit to take any action the taking
      or
      omission of which might materially impair the value or the usefulness of the
      Leased Property or any parts thereof for the Facility Uses. Tenant shall permit
      Landlord to inspect the Leased Property at all reasonable times and on
      reasonable advance notice, and if Landlord has a reasonable basis to believe
      that there are maintenance problem areas and gives Tenant written notice thereof
      setting forth its concerns in reasonable detail, Tenant shall deliver to
      Landlord a plan of correction within 10 Business Days after receipt
      of the
      notice. Tenant shall diligently pursue correction of all problem areas within
      60 days after receipt of the notice or such longer period as may be
      necessary for reasons beyond its reasonable control such as shortage of
      materials or delays in securing necessary permits, but not caused by lack of
      diligence by Tenant and, upon expiration of the 60-day period, shall deliver
      evidence of completion to Landlord or an interim report evidencing Tenant’s
      diligent progress towards completion and, at the end of the next 60-day period,
      evidence of satisfactory completion. Upon completion, Landlord shall have the
      right to re-inspect the Facility and Tenant shall pay a re-inspection fee of
      $750.00 plus Landlord’s reasonable out-of-pocket expenses within 30 days
      after receipt of Landlord’s invoice. At each inspection of the Leased Property
      by Landlord, the Facility employee in charge of maintenance shall be available
      to tour the Facility with Landlord and answer questions.




7.2  Required
      Alterations .
      Tenant
      shall, at Tenant’s sole cost and expense, make any additions, changes,
      improvements or alterations to the Leased Property, including structural
      alterations, which may be required by any governmental authorities, including
      those required to maintain licensure or certification under the Medicare and
      Medicaid programs (if so certified), whether such changes are required by
      Tenant’s use, changes in the law, ordinances, or governmental regulations,
      defects existing as of the date of this Lease, or any other cause whatsoever.
      All such additions, changes, improvements or alterations shall be deemed to
      be
      Permitted Alterations and shall comply with all laws requiring such alterations
      and with the provisions of §16.4.


**22**
 **EX-10.83.7
          Hunters Glen Lease**




7.3  Mechanic’s
      Liens .
      Tenant
      shall have no authority to permit or create a mechanic’s lien or construction
      lien against Landlord’s interest in the Leased Property, and Tenant shall post
      notices or file such documents as may be required to protect Landlord’s interest
      in the Leased Property against such liens. **Tenant
      shall notify any and all contractors of this provision of the Lease prior to
      entering into any contracts for improvements** .
      Tenant
      hereby agrees to defend, indemnify, and hold Landlord harmless from and against
      any mechanic’s liens or construction liens against the Leased Property by reason
      of work, labor, services or materials supplied or claimed to have been supplied
      on or to the Leased Property. Subject to Tenant’s right to contest the same in
      accordance with the terms of this Lease, Tenant shall remove, bond-off, or
      otherwise obtain the release of any mechanic’s lien or construction liens filed
      against the Leased Property within 15 days after notice of the filing
      thereof. Tenant shall pay all expenses in connection therewith, including,
      without limitation, damages, interest, court costs and reasonable attorneys’
      fees.




7.4  Replacements
      of Fixtures and Landlord’s Personal Property .
      Tenant
      shall not remove Fixtures and Landlord’s Personal Property from the Leased
      Property except to replace the Fixtures and Landlord’s Personal Property with
      other similar items of equal quality and value. Items being replaced by Tenant
      may be removed and shall become the property of Tenant and items replacing
      the
      same shall be and remain the property of Landlord. Tenant shall execute, upon
      written request from Landlord, any and all documents reasonably necessary to
      evidence Landlord’s ownership of Landlord’s Personal Property and replacements
      therefor. Tenant may finance replacements for the Fixtures and Landlord’s
      Personal Property by equipment lease or by a security agreement and financing
      statement if, with respect to any financing of critical care equipment and
      with
      respect to any other Personal Property having a value in excess of $250,000.00
      [i] Landlord has consented to the terms and conditions of the equipment
      lease or security agreement; and [ii] the equipment lessor or lender
      has
      entered into a nondisturbance agreement with Landlord upon terms and conditions
      reasonably acceptable to Landlord, including, without limitation, the following:
      [a] Landlord shall have the right (but not the obligation) to assume
      such
      security agreement or equipment lease upon the occurrence of an Event of Default
      under this Lease; [b] the equipment lessor or lender shall notify Landlord
      of any default by Tenant under the equipment lease or security agreement and
      give Landlord a reasonable opportunity to cure such default; and
      [c] Landlord shall have the right to assign its rights under the equipment
      lease, security agreement, or nondisturbance agreement. Tenant shall, within
      30 days after receipt of an invoice from Landlord, reimburse Landlord
      for
      all costs and expenses incurred in reviewing and approving the equipment lease,
      security agreement, and nondisturbance agreement, including, without limitation,
      reasonable attorneys’ fees and costs.




7.5  Lender
      Maintenance Reserve Escrow .
      Upon
      request from Tenant, Landlord shall take all necessary action to cooperate
      with
      Tenant to secure the release of funds held by Lender in any Lender Maintenance
      Reserve Escrow and/or the Replacement Reserve (as defined in the Loan Documents)
      to the extent such funds are available as set forth in the Loan Documents.
      Tenant’s obligations set forth in this Article 7 shall not be conditioned
      upon the release of funds by Lender from any Lender Maintenance Reserve Fund
      and/or the Replacement Reserve.


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 **EX-10.83.7
          Hunters Glen Lease**




**ARTICLE
      8:**  **DEFAULTS
      AND REMEDIES**




8.1  Events
      of Default .
      The
      occurrence of any one or more of the following shall be an event of default
      (“Event of Default”) hereunder without any advance notice to Tenant unless
      specified herein:




(a)  Tenant
      fails to pay in full any installment of Base Rent, any Additional Rent or any
      other monetary obligation payable by Tenant under this Lease within 10 days
      after such payment is due.




(b)  Tenant
      or
      Guarantor (where applicable) fails to comply with any covenant set forth in
      Article 14, §§15.6, 15.7, 15.8 or 15.12 of this Lease.




(c)  Tenant
      fails to observe and perform any other covenant, condition or agreement under
      this Lease to be performed by Tenant and [i] such failure continues
      for a
      period of 30 days after written notice thereof is given to Tenant by
      Landlord; or [ii] if, by reason of the nature of such default it cannot
      be
      remedied within 30 days, Tenant fails to proceed with diligence reasonably
      satisfactory to Landlord after receipt of the notice to cure the default or,
      in
      any event, fails to cure such default within 60 days after receipt of
      the
      notice. The foregoing notice and cure provisions do not apply to any Event
      of
      Default otherwise specifically described in any other subsection of
§8.1.




(d)  Tenant
      abandons or vacates(except during a period of repair or reconstruction after
      damage, destruction or a Taking) the Facility Property or any material part
      thereof, ceases to operate any Facility, ceases to do business or ceases to
      exist for any reason for five or more days and Tenant has not implemented the
      necessary steps to cure.




(e)  [i] The
      filing by Tenant or Guarantor of a petition under the Bankruptcy Code or the
      commencement of a bankruptcy or similar proceeding by Tenant or Guarantor;
      [ii] the failure by Tenant or Guarantor, as applicable, within 60 days
      to dismiss an involuntary bankruptcy petition or other commencement of a
      bankruptcy, reorganization or similar proceeding against such party, or to
      lift
      or stay any execution, garnishment or attachment of such consequence as will
      impair its ability to carry on its operation at the Leased Property;
      [iii] the entry of an order for relief under the Bankruptcy Code in
      respect
      of Tenant or Guarantor; [iv] any assignment by Tenant or Guarantor for
      the
      benefit of its creditors; [v] the entry by Tenant or Guarantor into
      an
      agreement of composition with its creditors; [vi] the approval by a
      court
      of competent jurisdiction of a petition applicable to Tenant or Guarantor in
      any
      proceeding for its reorganization instituted under the provisions of any state
      or federal bankruptcy, insolvency, or similar laws; [vii] appointment
      by
      final order, judgment, or decree of a court of competent jurisdiction of a
      receiver of the whole or any substantial part of the properties of Tenant or
      Guarantor (provided such receiver shall not have been removed or discharged
      within 60 days of the date of his qualification).




(f)  [i] Any
      receiver, administrator, custodian or other person takes possession or control
      of any of the Leased Property and continues in possession for 60 days;
      [ii] any writ against any of the Leased Property is not released within
      60 days; [iii] any judgment is rendered or proceedings are instituted
      against the Leased Property, Tenant which adversely


**24**
 **EX-10.83.7
          Hunters Glen Lease**
 affect
        the Leased Property or any part thereof, which is not dismissed for 60 days
        (except as otherwise provided in this section); [iv] all or a substantial
        part of the assets of Tenant or Guarantor are attached, seized, subjected
        to a
        writ or distress warrant, or are levied upon, or come into the possession
        of any
        receiver, trustee, custodian, or assignee for the benefit of creditors;
        [v] Tenant or Guarantor is enjoined, restrained, or in any way prevented
        by
        court order, or any proceeding is filed or commenced seeking to enjoin, restrain
        or in any way prevent Tenant or Guarantor from conducting all or a substantial
        part of its business or affairs; or [vi] except as otherwise permitted
        hereunder, a final notice of lien, levy or assessment is filed of record
        with
        respect to all or any part of the Leased Property or any property of Tenant
        located at the Leased Property and is not dismissed, discharged, or bonded-off
        within 30 days.




(g)  Any
      representation or warranty made by Tenant or Guarantor in this Lease or any
      other document executed in connection with this Lease, any guaranty of or other
      security for this Lease, or any report, certificate, application, financial
      statement or other instrument furnished by Tenant or Guarantor pursuant hereto
      or thereto shall prove to be false, misleading or incorrect in any material
      respect as of the date made.




(h)  [i] Tenant,
      Guarantor or any Affiliate of Tenant defaults on any indebtedness or obligation
      to Landlord or any Landlord Affiliate, any Obligor Group Obligation or any
      agreement with Landlord or any Landlord Affiliate, including, without
      limitation, any lease with Landlord or any Landlord Affiliate, or [ii] the
      occurrence of a default under any Material Obligation, and any applicable grace
      or cure period with respect to default under such indebtedness or obligation
      expires without such default having been cured. The foregoing provisions apply
      to all such indebtedness, obligations and agreements as they may be amended,
      modified, extended, or renewed from time to time.




(i)  Individual
      Guarantor dies, is adjudicated incompetent, files a petition in bankruptcy,
      or
      is adjudicated insolvent under the Bankruptcy Code or any other insolvency
      law,
      or fails to comply with any covenant or requirement of such guarantor set forth
      in this Lease or in the guaranty of such guarantor, which is not cured within
      any applicable cure period and in the case of the death or incompetency of
      an
      Individual Guarantor only, Tenant fails within 30 days to deliver to
      Landlord a substitute guaranty or other collateral reasonably satisfactory
      to
      Landlord.




(j)  The
      license for the Facility or any other Government Authorization is canceled,
      suspended, reduced to provisional or temporary, or otherwise invalidated, or
      license revocation or decertification proceedings are commenced against Tenant,
      and in each instance, such action is not stayed pending appeal, or, as a result
      of the acts or omissions of Tenant, any reduction of more than 5% occurs in
      the
      number of licensed beds or units at the Facility, or an admissions ban is issued
      for the Facility and remains in effect for a period of more than
      45 days.




8.2  Remedies .
      Upon
      the occurrence of an Event of Default under this Lease or any Lease Document,
      and at any time thereafter until Landlord waives the default in writing or
      acknowledges cure of the default in writing, at Landlord’s option, without
      declaration, notice of nonperformance, protest, notice of protest, notice of
      default, notice to quit or any other notice or demand of any kind (unless
      otherwise expressly stated in this Lease or required by law), Landlord may
      exercise any and all rights and remedies provided in this Lease or any
      Lease


**25**
 **EX-10.83.7
          Hunters Glen Lease**
 Document
        or otherwise provided under law or in equity, including, without limitation,
        any
        one or more of the following remedies:




(a)  Landlord
      may re-enter and take possession of the Leased Property without terminating
      this
      Lease, and lease the Leased Property for the account of Tenant, holding Tenant
      liable for all costs of Landlord in reletting the Leased Property and for the
      difference in the amount received by such reletting and the amounts payable
      by
      Tenant under the Lease.




(b)  Landlord
      may terminate this Lease by written notice to Tenant, exclude Tenant from
      possession of the Leased Property and use commercially reasonable efforts to
      lease the Leased Property to others, holding Tenant liable for the difference
      in
      the amounts received from such reletting and the amounts payable by Tenant
      under
      this Lease.




(c)  Landlord
      may re-enter the Leased Property and have, repossess and enjoy the Leased
      Property as if this Lease had not been made, and in such event, Tenant and
      its
      successors and assigns shall remain liable for any contingent or unliquidated
      obligations or sums owing at the time of such repossession.




(d)  Landlord
      may have access to and inspect, examine and make copies of the books and records
      and any and all accounts, data and income tax and other returns of Tenant
      insofar as they pertain to the Leased Property subject to Landlord’s obligation
      to maintain the confidentiality of any patient or employee information in
      accordance with the requirements of applicable State or federal
      law.




(e)  Landlord
      may accelerate all of the unpaid Rent hereunder based on the then current Rent
      Schedule and Tenant shall be liable for the present value of the aggregate
      Rent
      for the unexpired term of this Lease, discounted at an annual rate equal to
      eight percent (8%), which amount shall become immediately due and
      payable.




(f)  Landlord
      may demand payment from Tenant of an amount equal to the Outstanding Straight
      Line Rent Receivable accrued by Landlord under this Lease as of the date that
      Tenant surrenders possession of the Leased Property (“Surrender Date”). As used
      herein, the “Outstanding Straight Line Rent Receivable” means [i] the
      amount of Base Rent that would have accrued under this Lease, up to the
      Surrender Date, if the Base Rent were calculated based upon the mathematical
      average of Landlord’s rate of return over the entire Initial Term after taking
      into account the Increaser Rate for each Lease Year of the entire Initial Term,
      minus [ii] the amount of Base Rent payable under this Lease, up to the
      Surrender Date, based upon the Rent Schedule, i.e., based upon the Increaser
      Rate imposed for each Lease Year up to the Surrender Date, as computed in
      accordance with generally accepted accounting principles.




(g)  Landlord
      may take whatever action at law or in equity as may appear necessary or
      desirable to collect the Rent and other amounts payable under this Lease then
      due and thereafter to become due, or to enforce performance and observance
      of
      any obligations, agreements or covenants of Tenant under this
      Lease.




(h)  With
      respect to the Collateral or any portion thereof and Secured Party’s security
      interest therein, Secured Party may exercise all of its rights as secured party
      under Article 9 of the Uniform Commercial Code. Secured Party may sell
      the
      Collateral by


**26**
 **EX-10.83.7
          Hunters Glen Lease**
 public
        or
        private sale upon five days notice to Tenant. Tenant agrees that a commercially
        reasonable manner of disposition of the Collateral shall include, without
        limitation and at the option of Secured Party, a sale of the Collateral,
        in
        whole or in part, concurrently with the sale of the Leased
        Property.




(i)  Secured
      Party may obtain control over and collect the Receivables and apply the proceeds
      of the collections to satisfaction of the Obligor Group Obligations unless
      prohibited by law. For purposes of this §8.2(i), upon the occurrence and during
      the continuance of an Event of Default, Tenant appoints Landlord or its designee
      as attorney for Tenant with powers [i] to receive, to endorse, to sign
      and/or to deliver, in Tenant’s name or Secured Party’s name, any and all checks,
      drafts, and other instruments for the payment of money relating to the
      Receivables, and to waive demand, presentment, notice of dishonor, protest,
      and
      any other notice with respect to any such instrument; [ii] to sign Tenant’s
      name on any invoice or bill of lading relating to any Receivable, drafts against
      account debtors, assignments and verifications of Receivables, and notices
      to
      account debtors; [iii] to send verifications of Receivables to any account
      debtor; and [iv] to do all other acts and things necessary to carry
      out
      this Lease. Absent gross negligence or willful misconduct of Secured Party,
      Secured Party shall not be liable for any omissions, commissions, errors of
      judgment, or mistakes in fact or law made in the exercise of any such powers.
      At
      Secured Party’s option, Tenant shall [i] provide Secured Party a full
      accounting of all amounts received on account of Receivables with such frequency
      and in such form as Secured Party may require, either with or without applying
      all collections on Receivables in payment of the Obligor Group Obligations
      or
      [ii] deliver to Secured Party on the day of receipt all such collections
      in
      the form received and duly endorsed by Tenant. At Secured Party’s request,
      Tenant shall institute any action or enter into any settlement determined by
      Secured Party to be necessary to obtain recovery or redress from any account
      debtor in default of Receivables. Secured Party may give notice of its security
      interest in the Receivables to any or all account debtors with instructions
      to
      make all payments on Receivables directly to Secured Party, thereby terminating
      Tenant’s authority to collect Receivables. After terminating Tenant’s authority
      to enforce or collect Receivables, Secured Party shall have the right to take
      possession of any or all Receivables and records thereof and is hereby
      authorized to do so, and only Secured Party shall have the right to collect
      and
      enforce the Receivables. Prior to the occurrence and during the continuance
      of
      an Event of Default, at Tenant’s cost and expense, but on behalf of Secured
      Party and for Secured Party’s account, Tenant shall collect or otherwise enforce
      all amounts unpaid on Receivables and hold all such collections in trust for
      Secured Party, but Tenant may commingle such collections with Tenant’s own
      funds, until Tenant’s authority to do so has been terminated, which may be done
      only after an Event of Default. Notwithstanding any other provision hereof,
      Secured Party does not assume any of Tenant’s obligations under any Receivable,
      and Secured Party shall not be responsible in any way for the performance of
      any
      of the terms and conditions thereof by Tenant.




(j)  Without
      waiving any prior or subsequent Event of Default, Landlord may waive any Event
      of Default or, with or without waiving any Event of Default, remedy any
      default.




(k)  Landlord
      may terminate its obligation, if any, to disburse any Landlord
      Payments.


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 **EX-10.83.7
          Hunters Glen Lease**




(l)  Landlord
      may enter and take possession of the Land and the Facility without terminating
      this Lease and complete construction and renovation of the Improvements (or
      any
      part thereof) and perform the obligations of Tenant under the Lease Documents.
      Without limiting the generality of the foregoing and for the purposes aforesaid,
      upon the occurrence and during the continuance of an Event of Default, Tenant
      hereby appoints HCN its lawful attorney-in-fact with full power to do any of
      the
      following: [i] complete construction, renovation and equipping of the
      Improvements in the name of Tenant; [ii] use unadvanced funds remaining
      under the Investment Amount, or funds that may be reserved, escrowed, or set
      aside for any purposes hereunder at any time, or to advance funds in excess
      of
      the Investment Amount, to complete the Improvements; [iii] make changes
      in
      the plans and specifications that shall be necessary or desirable to complete
      the Improvements in substantially the manner contemplated by the plans and
      specifications; [iv] retain or employ new general contractors,
      subcontractors, architects, engineers, and inspectors as shall be required
      for
      said purposes; [v] pay, settle, or compromise all existing bills and
      claims, which may be liens or security interests, or to avoid such bills and
      claims becoming liens against the Facility or security interest against fixtures
      or equipment, or as may be necessary or desirable for the completion of the
      construction and equipping of the Improvements or for the clearance of title;
      [vi] execute all applications and certificates, in the name of Tenant,
      that
      may be required in connection with any construction; [vii] do any and
      every
      act that Tenant might do in its own behalf, to prosecute and defend all actions
      or proceedings in connection with the Improvements; and [viii] to execute,
      deliver and file all applications and other documents and take any and all
      actions necessary to transfer the operations of the Facility to Secured Party
      or
      Secured Party’s designee. This power of attorney is a power coupled with an
      interest and cannot be revoked.




(m)  Landlord
      may apply, with or without notice to Tenant, for the appointment of a receiver
      (“Receiver”) for Tenant or Tenant’s business or for the Leased Property. Unless
      prohibited by law, such appointment may be made either before or after
      termination of Tenant’s possession of the Leased Property, without notice,
      without regard to the solvency or insolvency of Tenant at the time of
      application for such Receiver and without regard to the then value of the Leased
      Property, and Secured Party may be appointed as Receiver. After the occurrence
      and during the continuance of an Event of Default, Landlord shall be entitled
      to
      appointment of a receiver as a matter of right and without the need to make
      any
      showing other than the existence of an Event of Default. The Receiver shall
      have
      the power to collect the rents, income, profits and Receivables of the Leased
      Property during the pendency of the receivership and all other powers which
      may
      be necessary or are usual in such cases for the protection, possession, control,
      management and operation of the Leased Property during the whole of said
      proceeding. All sums of money received by the Receiver from such rents and
      income, after deducting therefrom the reasonable charges and expenses paid
      or
      incurred in connection with the collection and disbursement thereof, shall
      be
      applied to the payment of the Rent or any other monetary obligation of Tenant
      under this Lease, including, without limitation, any losses or damages incurred
      by Landlord under this Lease. Tenant, if requested to do so, will consent to
      the
      appointment of any such Receiver as aforesaid.




(n)  Unless
      prohibited by law, Landlord may terminate any management agreement with respect
      to any of the Leased Property and shall have the right to retain one or more
      managers for the Leased Property at the expense of Tenant, such manager(s)


**28**
 **EX-10.83.7
          Hunters Glen Lease**
 to
        serve
        for such term and at such compensation as Landlord reasonably determines
        is
        necessary under the circumstances.




8.3  Right
      of Setoff .
      Upon
      the occurrence and during the continuance of an Event of Default, Landlord
      may,
      and is hereby authorized by Tenant to, at any time and from time to time without
      advance notice to Tenant (any such notice being expressly waived by Tenant),
      setoff or recoup and apply any and all sums held by Landlord, any indebtedness
      of Landlord to Tenant, and any claims by Tenant against Landlord, against any
      obligations of Tenant hereunder and against any claims by Landlord against
      Tenant, whether or not such obligations or claims of Tenant are matured and
      whether or not Landlord has exercised any other remedies hereunder. The rights
      of Landlord under this section are in addition to any other rights and remedies
      Landlord may have against Tenant.




8.4  Performance
      of Tenant’s Covenants .
      Landlord may perform any obligation of Tenant which Tenant has failed to perform
      after expiration of any applicable cure period within five days after Landlord
      has sent a written notice to Tenant informing it of its specific failure. Tenant
      shall reimburse Landlord on demand, as Additional Rent, for any expenditures
      thus incurred by Landlord and shall pay interest thereon at Landlord’s rate of
      return as provided in the Commitment.




8.5  Late
      Payment Charge .
      Tenant
      acknowledges that any default in the payment of any installment of Rent payable
      hereunder will result in loss and additional expense to Landlord in servicing
      any indebtedness of Landlord secured by the Leased Property, handling such
      delinquent payments, and meeting its other financial obligations, and because
      such loss and additional expense is extremely difficult and impractical to
      ascertain, Tenant agrees that in the event any Rent payable to Landlord
      hereunder is not paid within 10 days after the due date, within
      10 days of receipt of an invoice from Landlord, Tenant shall pay a late
      charge of 5% of the amount of the overdue payment as a reasonable estimate
      of
      such loss and expenses, unless applicable law requires a lesser charge, in
      which
      event the maximum rate permitted by such law may be charged by Landlord. The
      10-day grace period set forth in this section shall not extend the time for
      payment of Rent or the period for curing any default beyond such 10-day grace
      period or constitute a waiver of such default following the expiration of such
      10-day grace period.




8.6  Default
      Rent .
      At
      Landlord’s option at any time after the occurrence of an Event of Default and
      while such Event of Default remains uncured, the Base Rent payable under this
      Lease shall be increased to reflect Landlord’s rate of return of the greater of
      [i] 15% *per
      annum* or
      [ii] the latest published (as published in The Wall Street Journal Money
      Rates Section) Prime Rate for the day preceding the date of occurrence of the
      Event of Default plus 6% per annum on the Investment Amount (“Default Rent”);
      provided, however, that if a court of competent jurisdiction determines that
      any
      other amounts payable under this Lease are deemed to be interest, the Default
      Rent shall be adjusted to ensure that the aggregate interest payable under
      this
      Lease does not accrue at a rate in excess of the maximum legal rate. Tenant
      shall not be required to pay interest on any installment of Rent during the
      10-day grace period referenced in §8.5.


**29**
 **EX-10.83.7
          Hunters Glen Lease**




8.7  Attorneys’
      Fees .
      Tenant
      shall pay all reasonable costs and expenses incurred by Landlord in enforcing
      or
      preserving Landlord’s rights under this Lease, whether or not an Event of
      Default has actually occurred or has been declared and thereafter cured,
      including, without limitation, [i] the fees, expenses, and costs of
      any
      litigation, appellate, receivership, administrative, bankruptcy, insolvency
      or
      other similar proceeding; [ii] reasonable attorney, paralegal, consulting
      and witness fees and disbursements, whether in-house counsel or outside counsel;
      and [iii] the expenses, including, without limitation, lodging, meals,
      and
      transportation, of Landlord and its employees, agents, attorneys, and witnesses
      in preparing for litigation, administrative, bankruptcy, insolvency or other
      similar proceedings and attendance at hearings, depositions, and trials in
      connection therewith. All such reasonable costs, expenses, charges and fees
      payable by Tenant shall be deemed to be Additional Rent under this
      Lease.




8.8  Escrows
      and Application of Payments .
      As
      security for the performance of the Obligor Group Obligations, Tenant hereby
      assigns to Landlord all its right, title, and interest in and to all monies
      escrowed with Landlord under this Lease and all deposits with utility companies,
      taxing authorities and insurance companies; provided, however, that Landlord
      shall not exercise its rights hereunder until an Event of Default has occurred.
      Any payments received by Landlord under any provisions of this Lease during
      the
      existence or continuance of an Event of Default shall be applied to the Obligor
      Group Obligations in the order which Landlord may determine.




8.9  Remedies
      Cumulative .
      The
      remedies of Landlord herein are cumulative to and not in lieu of any other
      remedies available to Landlord at law or in equity. The use of any one remedy
      shall not be taken to exclude or waive the right to use any other
      remedy.




8.10  Waivers .
      Tenant
      waives [i] any notice required by statute or other law as a condition
      to
      bringing an action for possession of, or eviction from, any of the Leased
      Property, [ii] any right of re-entry or repossession, [iii] any
      right
      to a trial by jury in any action or proceeding arising out of or relating to
      this Lease, [iv] any objections, defenses, claims or rights with respect
      to
      the exercise by Landlord of any rights or remedies; [v] any right of
      redemption whether pursuant to statute, at law or in equity, [vi] all
      presentments, demands for performance, notices of nonperformance, protest,
      notices of protest, notices of dishonor, notices to quit and any other notice
      or
      demand of any kind other than those specifically provided for in this Lease,
      and
      [vii] all notices of the existence, creation or incurring of any obligation
      or advance under this Lease before or after this date.




8.11  Obligations
      Under the Bankruptcy Code .
      Upon
      filing of a petition by or against Tenant under the Bankruptcy Code, Tenant,
      as
      debtor and as debtor-in-possession, and any trustee who may be appointed with
      respect to the assets of or estate in bankruptcy of Tenant, agree to pay monthly
      in advance on the first day of each month, as reasonable compensation for the
      use and occupancy of the Leased Property, an amount equal to all Rent due
      pursuant to this Lease. Included within and in addition to any other conditions
      or obligations imposed upon Tenant or its successor in the event of the
      assumption and/or assignment of this Lease are the following: [i] the
      cure
      of any monetary defaults and reimbursement of pecuniary loss within not more
      than five Business Days of assumption and/or assignment; [ii] the deposit
      of an additional amount equal to not less than three months’ Base Rent, which
      amount is agreed to be a necessary and appropriate deposit to adequately assure
      the future performance under this Lease of the


**30**
 **EX-10.83.7
          Hunters Glen Lease**
 Tenant
        or
        its assignee; and [iii] the continued use of the Leased Property for
        the
        Facility Uses. Nothing herein shall be construed as an agreement by Landlord
        to
        any assignment of this Lease or a waiver of Landlord’s right to seek adequate
        assurance of future performance in addition to that set forth hereinabove
        in
        connection with any proposed assumption and/or assignment of this
        Lease.




**ARTICLE
      9:**  **DAMAGE
      AND DESTRUCTION**




9.1  Notice
      of Casualty .
      If the
      Leased Property shall be destroyed, in whole or in part, or damaged by fire,
      flood, windstorm or other casualty in excess of $150,000.00 (a “Casualty”),
      Tenant shall give written notice thereof to Landlord within two Business Days
      after the occurrence of the Casualty. Within 15 days after the occurrence
      of the Casualty or as soon thereafter as such information is reasonably
      available to Tenant, Tenant shall provide the following information to Landlord:
      [i] the date of the Casualty; [ii] the nature of the Casualty;
      [iii] a description of the damage or destruction caused by the Casualty,
      including the type of Leased Property damaged and the area of the Improvements
      damaged; [iv] a preliminary estimate of the cost to repair, rebuild,
      restore or replace the Leased Property; [v] a preliminary estimate of
      the
      schedule to complete the repair, rebuilding, restoration or replacement of
      the
      Leased Property; [vi] a description of the anticipated property insurance
      claim, including the name of the insurer, the insurance coverage limits, the
      deductible amount, the expected settlement amount, and the expected settlement
      date; and [vii] a description of the business interruption claim, including
      the name of the insurer, the insurance coverage limits, the deductible amount,
      the expected settlement amount, and the expected settlement date. Within five
      days after request from Landlord, Tenant will provide Landlord with copies
      of
      all correspondence to the insurer and any other information reasonably requested
      by Landlord.




9.2  Substantial
      Destruction .




9.2.1  If
      the
      Facility Improvements are substantially destroyed at any time other than during
      the final 18 months of the Initial Term or any Renewal Term, Tenant
      shall
      promptly rebuild and restore such Improvements in accordance with §9.4 and
      Landlord shall make the insurance proceeds available to Tenant for such
      restoration. The term “substantially destroyed” means any casualty resulting in
      the loss of use of 50% or more of the licensed beds at any one
      Facility.




9.2.2  If
      the
      Facility Improvements are substantially destroyed during the final
      18 months of the Initial Term or any Renewal Term, Landlord may elect
      to
      terminate this Lease and retain the insurance proceeds unless Tenant exercises
      its option to renew as set forth in §9.2.3. If Landlord elects to terminate,
      Landlord shall give notice (“Termination Notice”) of its election to terminate
      this Lease within 30 days after receipt of Tenant’s notice of the damage.
      If Tenant does not exercise its option to renew under §9.2.3 within 15 days
      after delivery of the Termination Notice, this Lease shall terminate on the
      15 th day
      after delivery of the Termination Notice. If this Lease is so terminated, Tenant
      shall be liable to Landlord for all Rent and all other obligations accrued
      under
      this Lease through the effective date of termination.




9.2.3  If
      the
      Facility Improvements are substantially destroyed during the final
      18 months of the Initial Term or the Renewal Term and Landlord gives
      the
      Termination Notice,


**31**
 **EX-10.83.7
          Hunters Glen Lease**
 Tenant
        shall have the option to renew this Lease. Tenant shall give Landlord
        irrevocable notice of Tenant’s election to renew within 15 days after
        delivery of the Termination Notice. If Tenant elects to renew, the Renewal
        Term
        will be in effect for the balance of the then current Term plus a 15-year
        period. The Renewal Term will commence on the third day following Landlord’s
        receipt of Tenant’s notice of renewal. All other terms of this Lease for the
        Renewal Term shall be in accordance with Article 12. The Improvements
        will
        be restored by Tenant in accordance with the provisions of this Article 9
        regarding partial destruction.




9.3  Partial
      Destruction .
      If the
      Facility Improvements are not substantially destroyed, then Tenant shall comply
      with the provisions of §9.4 and Landlord shall make the insurance proceeds
      available to Tenant for such restoration.




9.4  Restoration .
      Subject
      to any limitations imposed by law with respect to the rebuilding of the Leased
      Premises, Tenant shall promptly repair, rebuild, or restore the damaged Leased
      Property, at Tenant’s expense, so as to make the Leased Property at least equal
      in value to the Leased Property existing immediately prior to such occurrence
      and as nearly similar to it in character as is practicable and reasonable.
      Before beginning such repairs or rebuilding with respect to any Casualty, or
      letting any contracts in connection with such repairs or rebuilding, Tenant
      will
      submit for Landlord’s approval, which approval Landlord will not unreasonably
      withhold or delay, plans and specifications meeting the requirements of §16.2
      for such repairs or rebuilding. Promptly after receiving Landlord’s approval of
      the plans and specifications, Tenant will begin such repairs or rebuilding
      and
      will prosecute the repairs and rebuilding to completion with diligence, subject,
      however, to strikes, lockouts, acts of God, embargoes, governmental
      restrictions, and other causes beyond Tenant’s reasonable control. Landlord will
      make available to Tenant the net proceeds of any fire or other casualty
      insurance paid to Landlord for such repair or rebuilding as the same progresses,
      after deduction of any costs of collection, including reasonable attorneys’
      fees. Payments will be made against properly certified vouchers of a competent
      architect in charge of the work and approved by Landlord. Payments for deposits
      for the repairing or rebuilding or delivery of materials to the Facility will
      be
      made upon Landlord’s receipt of evidence satisfactory to Landlord that such
      payments are required in advance. With respect to any Casualty, prior to
      commencing the repairing or rebuilding, Tenant shall deliver to Landlord for
      Landlord’s approval a schedule setting forth the estimated monthly draws for
      such work. Landlord will contribute to such payments out of the insurance
      proceeds an amount equal to the proportion that the total net amount received
      by
      Landlord from insurers bears to the total estimated cost of the rebuilding
      or
      repairing, multiplied by the payment by Tenant on account of such work. Landlord
      may, however, withhold 10% from each payment until the work is completed and
      proof has been furnished to Landlord that no lien or liability has attached
      or
      will attach to the Leased Property or to Landlord in connection with such
      repairing or rebuilding. Upon the completion of rebuilding and the furnishing
      of
      such proof, the balance of the net proceeds of such insurance payable to Tenant
      on account of such repairing or rebuilding will be paid to Tenant. If required
      by law as a result of the nature or extent of the damage, Tenant will obtain
      and
      deliver to Landlord a temporary or final certificate of occupancy before the
      damaged Leased Property is reoccupied for any purpose. Tenant shall complete
      such repairs or rebuilding free and clear of mechanic’s or other liens, and in
      accordance with the building codes and all applicable laws, ordinances,
      regulations, or orders of any state, municipal, or other public authority
      affecting the repairs or rebuilding, and also in accordance with all
      requirements of the


**32**
 **EX-10.83.7
          Hunters Glen Lease**
 insurance
        rating organization, or similar body. Any remaining proceeds of insurance
        after
        such restoration will be Tenant’s property.




9.5  Insufficient
      Proceeds .
      If the
      proceeds of any insurance settlement are not sufficient to pay the costs of
      Tenant’s repair, rebuilding or restoration under §9.4 in full, Tenant shall
      deposit with Landlord at Landlord’s option, and within 10 days of
      Landlord’s request, an amount sufficient in Landlord’s reasonable judgment to
      complete such repair, rebuilding or restoration or shall provide Landlord with
      evidence reasonably satisfactory to Landlord that Tenant has available the
      funds
      needed to complete such repair, rebuilding or restoration. Tenant shall not,
      by
      reason of the deposit or payment, be entitled to any reimbursement from Landlord
      or diminution in or postponement of the payment of the Rent.




9.6  Not
      Trust Funds .
      Notwithstanding anything herein or at law or equity to the contrary, none of
      the
      insurance proceeds paid to Landlord as herein provided shall be deemed trust
      funds, and Landlord shall be entitled to dispose of such proceeds as provided
      in
      this Article 9. Tenant expressly assumes all risk of loss, including
      a
      decrease in the use, enjoyment or value, of the Leased Property from any
      casualty whatsoever, whether or not insurable or insured against.




9.7  Landlord’s
      Inspection .
      During
      the progress of such repairs or rebuilding, Landlord and its architects and
      engineers may, from time to time, inspect the Leased Property and will be
      furnished, if required by them, with copies of all plans, shop drawings, and
      specifications relating to such repairs or rebuilding. Tenant will keep all
      plans, shop drawings, and specifications at the building, and Landlord and
      its
      architects and engineers may examine them at all reasonable times and on
      reasonable notice. If, during such repairs or rebuilding, Landlord and its
      architects and engineers determine that the repairs or rebuilding are not being
      done in accordance with the approved plans and specifications, Landlord will
      give prompt notice in writing to Tenant, specifying in detail the particular
      deficiency, omission, or other respect in which Landlord claims such repairs
      or
      rebuilding do not accord with the approved plans and specifications. Upon the
      receipt of any such notice, Tenant will cause corrections to be made to any
      deficiencies, omissions, or such other respect. Tenant’s obligations to supply
      insurance, according to Article 4, will be applicable to any repairs
      or
      rebuilding under this section.




9.8  Landlord’s
      Costs .
      Tenant
      shall, within 30 days after receipt of an invoice from Landlord, pay
      the
      costs, expenses, and fees of any architect or engineer employed by Landlord
      to
      review any plans and specifications and to supervise and approve any
      construction, or for any services rendered by such architect or engineer to
      Landlord as contemplated by any of the provisions of this Lease, or for any
      services performed by Landlord’s attorneys in connection therewith.




9.9  No
      Rent Abatement .
      Rent
      will not abate pending the repairs or rebuilding of the Leased Property;
      provided, however, that credit will be given for any rental insurance proceeds
      received by Landlord.




**33**
 **EX-10.83.7
          Hunters Glen Lease**


**ARTICLE
      10:**  **CONDEMNATION**




10.1  Total
      Taking .
      If, by
      exercise of the right of eminent domain or by conveyance made in response to
      the
      threat of the exercise of such right (“Taking”), the entire Facility Property is
      taken, or so much of the Facility Property is taken that the number of licensed
      beds/units at the Facility Property is reduced by more than 25% as a result
      of
      such Taking, then this Lease will end with respect to the Facility Property
      only
      on the earlier of the vesting of title to the Facility Property in the
      condemning authority or the taking of possession of the Facility Property by
      the
      condemning authority. All damages awarded for such Taking under the power of
      eminent domain shall be the property of Landlord, whether such damages shall
      be
      awarded as compensation for diminution in value of the leasehold or the fee
      of
      the Facility Property, provided, however, nothing herein shall preclude Tenant
      from pursuing a separate award for the Taking of its Tenant’s Property (as
      defined below) or for relocation costs or expenses.




10.2  Partial
      Taking .
      If,
      after a Taking, so much of the Facility Property remains that the Facility
      Property can be used for substantially the same purposes for which it was used
      immediately before the Taking, then [i] this Lease will end as to the
      part
      taken on the earlier of the vesting of title to such Leased Property in the
      condemning authority or the taking of possession of the Leased Property by
      the
      condemning authority and the Rent will be adjusted accordingly; [ii] at
      its
      cost, Tenant shall restore so much of the Facility Property as remains to a
      sound architectural unit substantially suitable for the purposes for which
      it
      was used immediately before the Taking, using good workmanship and new,
      first-class materials; [iii] upon completion of the restoration, Landlord
      will pay Tenant the lesser of the net award made to Landlord on the account
      of
      the Taking (after deducting from the total award, reasonable attorneys’,
      appraisers’, and other fees and costs incurred in connection with the obtaining
      of the award and amounts paid to the holders of mortgages secured by the
      Facility Property), or Tenant’s actual out-of-pocket costs of restoring the
      Facility Property; and [iv] Landlord shall be entitled to the balance
      of
      the net award except to the extent specifically allocated to the value of
      Tenant’s Property or any relocation costs or expenses incurred by Tenant as a
      result of such partial Taking. The restoration shall be completed in accordance
      with §§9.4, 9.5, 9.7, 9.8 and 9.9 with such provisions deemed to apply to
      condemnation instead of casualty.




10.3  Condemnation
      Proceeds Not Trust Funds .
      Notwithstanding anything in this Lease or at law or equity to the contrary,
      none
      of the condemnation award paid to Landlord shall be deemed trust funds, and
      Landlord shall be entitled to dispose of such proceeds as provided in this
      Article 10. Tenant expressly assumes all risk of loss, including a decrease
      in the use, enjoyment, or value, of the Leased Property from any
      Taking.




**ARTICLE
      11:**  **TENANT’S
      PROPERTY**




11.1  Tenant’s
      Property .
      Tenant
      shall have the right to install, place, and use on the Leased Property such
      fixtures, furniture, equipment, inventory and other personal property in
      addition to Landlord’s Personal Property as may be required or as Tenant may,
      from time to time, deem necessary or useful to operate the Leased Property
      for
      its permitted purposes. All fixtures, furniture, equipment, inventory, and
      other
      personal property installed, placed, or used


**34**
 **EX-10.83.7
          Hunters Glen Lease**
 on
        the
        Leased Property which is owned by Tenant or leased by Tenant from third parties
        is hereinafter referred to as “Tenant’s Property”.




11.2  Requirements
      for Tenant’s Property .
      Tenant
      shall comply with all of the following requirements in connection with Tenant’s
      Property:




(a)  Tenant
      shall, at Tenant’s sole cost and expense, maintain, repair, and replace Tenant’s
      Property.




(b)  Tenant
      shall, at Tenant’s sole cost and expense, keep Tenant’s Property insured against
      loss or damage by fire, vandalism and malicious mischief, sprinkler leakage,
      earthquake, and other physical loss perils commonly covered by fire and extended
      coverage, boiler and machinery, and difference in conditions insurance in an
      amount not less than 90% of the then full replacement cost thereof. Tenant
      shall
      use the proceeds from any such policy for the repair and replacement of Tenant’s
      Property. The insurance shall meet the requirements of §4.3.




(c)  Tenant
      shall pay all taxes applicable to Tenant’s Property.




(d)  If
      Tenant’s Property is damaged or destroyed by fire or any other cause, Tenant
      shall have the right, but not the obligation, to repair or replace Tenant’s
      Property (unless the same is required for the operation of the Leased Property
      in compliance with applicable Legal Requirements, in which case Tenant shall
      be
      required to promptly repair or replace the same) unless Landlord elects to
      terminate this Lease pursuant to §9.2.2.




(e)  Unless
      an
      Event of Default or any event which, with the giving of notice or lapse of
      time,
      or both, would constitute an Event of Default has occurred, Tenant may remove
      Tenant’s Property from the Leased Property from time to time provided that
      [i] the items removed are not required to operate the Leased Property
      for
      the Facility Uses (unless such items are being replaced by Tenant); and
      [ii] Tenant repairs any damage to the Leased Property resulting from
      the
      removal of Tenant’s Property.




(f)  Tenant
      shall not, without the prior written consent of Landlord or as otherwise
      provided in this Lease, remove any Tenant’s Property or Leased Property. Tenant
      shall, at Landlord’s option, remove Tenant’s Property upon the termination or
      expiration of this Lease and shall repair any damage to the Leased Property
      resulting from the removal of Tenant’s Property. If Tenant fails to remove
      Tenant’s Property within 30 days after request by Landlord, then Tenant
      shall be deemed to have abandoned Tenant’s Property, Tenant’s Property shall
      become the property of Landlord, and Landlord may remove, store and dispose
      of
      Tenant’s Property. In such event, Tenant shall have no claim or right against
      Landlord for such property or the value thereof regardless of the disposition
      thereof by Landlord. Tenant shall pay Landlord, upon demand, all expenses
      incurred by Landlord in removing, storing, and disposing of Tenant’s Property
      and repairing any damage caused by such removal. Tenant’s obligations hereunder
      shall survive the termination or expiration of this Lease.




(g)  Tenant
      shall perform its obligations under any equipment lease or security agreement
      for Tenant’s Property. For equipment loans or leases for critical care equipment
      and for all other equipment having an original cost in excess of $250,000.00,
      Tenant


**35**
 **EX-10.83.7
          Hunters Glen Lease**
 shall
        cause such equipment lessor or lender to enter into a nondisturbance agreement
        with Landlord upon terms and conditions acceptable to Landlord, including,
        without limitation, the following: [i] Landlord shall have the right
        (but
        not the obligation) to assume such equipment lease or security agreement
        upon
        the occurrence of an Event of Default by Tenant hereunder; [ii] such
        equipment lessor or lender shall notify Landlord of any default by Tenant
        under
        the equipment lease or security agreement and give Landlord a reasonable
        opportunity to cure such default; and [iii] Landlord shall have the
        right
        to assign its interest in the equipment lease or security agreement and
        nondisturbance agreement. Tenant shall, within 30 days after receipt
        of an
        invoice from Landlord, reimburse Landlord for all costs and expenses incurred
        in
        reviewing and approving the equipment lease, security agreement and
        nondisturbance agreement, including, without limitation, reasonable attorneys’
        fees and costs.




**ARTICLE
      12:**  **RENEWAL
      OPTIONS**




12.1  Renewal
      Options .
      Tenant
      has the option to renew (“Renewal Option”) this Lease for one 15-year renewal
      term (“Renewal Term”). Tenant can exercise the Renewal Option only upon
      satisfaction of the following conditions:




(a)  There
      shall be no uncured Event of Default, or any event which with the passage of
      time or giving of notice would constitute an Event of Default, at the time
      Tenant exercises its Renewal Option nor on the date the Renewal Term is to
      commence.




(b)  Tenant
      shall give Landlord irrevocable written notice of renewal no later than the
      date
      which is [i] 90 days prior to the expiration date of the Initial
      Term;
      or [ii] 15 days after Landlord’s delivery of the Termination Notice as
      set forth in §9.2.3.




(c)  Tenant
      and each Affiliate Tenant shall concurrently give irrevocable notice of renewal
      for each Affiliate Lease.




(d)  Tenant
      shall pay all amounts, costs, expenses, charges, Rent and other items payable
      by
      Tenant to Landlord, including, but not limited to, enforcement costs as set
      forth in §8.7 and any unpaid cumulative Rent Shortfall, and the Renewal Fee to
      Landlord on the Renewal Date.




12.2  Effect
      of Renewal .
      The
      following terms and conditions will be applicable if Tenant renews the
      Lease:




(a)  Effective
      Date .
      Except
      as otherwise provided in §9.2.3, the effective date of any Renewal Term will be
      the first day after the expiration date of the Term. The first day of the
      Renewal Term is also referred to as the Renewal Date.




(b)  Investment
      Amount .
      Effective as of the Renewal Date, a single Investment Amount will be computed
      by
      summing all Landlord Payments made to date.




(c)  Rent
      Adjustment .
      Effective as of the Renewal Date, Landlord shall calculate Base Rent for the
      Renewal Term based upon the applicable rate of return to Landlord as set forth
      in the Commitment and shall issue a new Rent Schedule reflecting the Base Rent
      adjustment. Until Tenant receives a revised Rent Schedule from Landlord, Tenant
      shall for


**36**
 **EX-10.83.7
          Hunters Glen Lease**
 each
        month [i] continue to make installments of Base Rent according to
        the Rent
        Schedule in effect on the day before the Renewal Date; and [ii] within
        10 days following Landlord’s issuance of an invoice, pay the difference
        between the installment of Base Rent paid to Landlord for such month and
        the
        installment of Base Rent actually due for such month as a result of the renewal
        of the Lease.




(d)  Other
      Terms and Conditions .
      Except
      for the modifications set forth in this §12.2, all other terms and conditions of
      the Lease will remain the same for the Renewal Term.




**ARTICLE
      13:**  **RIGHT
      OF FIRST OPPORTUNITY**




13.1  Right
      of First Opportunity .
      In the
      event at any time during the Term either [i] Landlord elects to seek
      a
      purchaser of the Leased Property (the “Right of First Opportunity Event”) or
      [ii] Landlord receives a bona fide offer from a third party (the “Offer”)
      setting forth the terms and conditions upon which it proposes to purchase the
      Leased Property which it is interested in accepting, but in no event shall
      Landlord be obligated to accept (the “Right of First Refusal Event”), the
      following provisions shall apply:




(a)  In
      the
      event of the occurrence of the Right of First Opportunity Event, Landlord shall
      provide Tenant with written notice of its intent to sell the Leased Property
      and
      its proposed terms with respect thereto (the “Opportunity Notice”). Landlord and
      Tenant shall have a period of 30 days after Tenant’s receipt of the
      Opportunity Notice (the “Protected Period”) to negotiate in good faith with
      respect to the terms and conditions under which such transaction shall occur
      provided that in no event shall the purchase price be less than the Base Price
      and shall occur on the terms and conditions set forth in the Transaction
      Documents (as defined below) (the “Opportunity Transaction”). In the event
      Landlord and Tenant are unable to reach agreement within the Protected Period
      with respect to the terms of the Opportunity Transaction, then Landlord shall
      be
      free to enter into negotiations with respect to the Opportunity Transaction
      with
      any other person or entity; provided, however, that Landlord shall not be
      permitted to consummate a transaction with any other person or entity on terms
      which are less favorable to Landlord than those offered to Tenant during the
      Protected Period without first offering Tenant the opportunity on written notice
      setting forth such terms to consummate the Opportunity Transaction on such
      alternative terms and conditions (the “Modified Opportunity Notice”); provided,
      however, that Tenant shall be deemed to have waived its right to proceed with
      such revised Opportunity Transaction in the event it does not advise Landlord
      of
      its election to proceed within 10 days after its receipt of the Modified
      Opportunity Notice.




(b)  In
      the
      event of the occurrence of a Right of First Refusal Event, Landlord shall
      provide Tenant with a true and correct copy of the Offer (the “Right of First
      Refusal Notice”). Tenant shall have 20 days from its receipt of the Right
      of First Refusal Notice to advise Landlord in writing whether it is prepared
      to
      purchase the Leased Property on the same terms and conditions as set forth
      in
      the Offer. Tenant’s failure to so advise Landlord within such 20 day period
      shall be deemed to be a determination by Tenant not to exercise the right of
      first refusal provided for herein, at which time Landlord shall be free to
      consummate the transaction which was the subject of the Offer; provided,
      however, that Landlord shall not be permitted to modify the terms specified
      in
      the Offer in an manner more favorable to the third party than those


**37**
 **EX-10.83.7
          Hunters Glen Lease**
 reflected
        in the original Offer (the “Modified Offer”) without first again offering Tenant
        the opportunity to consummate a transaction on the terms set forth in the
        Modified Offer; provided, however, that Tenant shall be deemed to have waived
        its right to proceed with such a transaction in the event it does not advise
        Landlord of its election to proceed within 10 days after its receipt
        of the
        Modified Offer.




(c)  In
      the
      event Landlord does not consummate a transaction on the terms provided for
      in
      the Offer or the Modified Offer, as applicable, within 90 days after
      the
      date thereof, Landlord shall not be permitted to sell the Leased Property to
      the
      Offeror or to any other party, whether on the terms set forth in the Offer
      or
      the Modified Offer, as applicable, or pursuant to a new Offer without again
      first offering Tenant an option to consummate a transaction on the terms
      specified in the Offer, the Modified Offer or any new Offer, as applicable;
      provided, however, that Tenant shall be deemed to have waived its rights
      hereunder in the event it does not advise Landlord of its election to proceed
      within 10 days after its receipt of another copy of the Offer or of
      the
      Modified Offer or the new Offer, as applicable.




(d)  In
      the
      event Tenant exercises its right of first refusal or right of first opportunity
      provided for herein, Tenant and Landlord shall have a period of 30 days
      in
      which to enter into one or more written agreements outlining the terms and
      conditions, in addition to those set forth in the Offer or the Modified Offer,
      if applicable, on which the sale will occur (the “Transaction Documents”). In
      the event Landlord and Tenant fail to execute the Transaction Documents within
      said 30 day period, then Tenant shall be deemed to have forfeited its
      rights hereunder with respect to such transaction; provided, however, that
      Landlord shall not be permitted to sell the Leased Property to any other person
      or entity on terms which are less favorable to Landlord than those offered
      to
      Tenant during the Protected Period or beyond the expiration of the 90 day
      period provided for in clause (c), without first complying with the
      terms
      of this §13.1 unless Landlord and Tenant failed to execute the Transaction
      Documents as a result of Tenant’s bad faith in the negotiation of the terms of
      such Transaction Documents, in which case Landlord shall be permitted to sell
      the Leased Property to any other person or entity regardless of the terms of
      such transaction.




(e)  Any
      sale
      of the Leased Property by Landlord pursuant to this §13, other than to Tenant,
      shall be subject to the rights of Tenant under this Lease, including, but not
      limited to, its rights under this §13.




13.2  Fair
      Market Value .
      The
      fair market value (the “Fair Market Value”) of the Leased Property shall be
      determined as follows:




13.2.1  The
      parties shall attempt to determine the Fair Market Value by mutual agreement
      within 15 days after giving the purchase notice (the “Negotiation Period”).
      However, if the parties do not agree on the Fair Market Value during the
      Negotiation Period, the following provisions shall apply.




13.2.2  Landlord
      and Tenant shall each give the other party notice of the name of an acceptable
      appraiser five Business Days after the end of the Negotiation Period. The two
      appraisers will then select a third appraiser within an additional five days.
      Each appraiser must demonstrate to the reasonable satisfaction of both Landlord
      and Tenant that it has significant


**38**
 **EX-10.83.7
          Hunters Glen Lease**
 experience
        in appraising properties similar to the Leased Property. Within five days
        after
        designation, each appraiser shall submit a resume to Landlord and Tenant
        setting
        forth such appraiser’s qualifications, including education and experience with
        similar properties. A notice of objections to the qualifications of any
        appraiser shall be given within 10 days after receipt of such resume.
        If a
        party fails to timely object to the qualifications of an appraiser, then
        the
        appraiser shall be conclusively deemed satisfactory. If a party gives a timely
        notice of objection to the qualifications of an appraiser, then the disqualified
        appraiser shall be replaced by an appraiser selected by the qualified appraisers
        or, if all appraisers are disqualified, then by an appraiser selected by
        a
        commercial arbitrator acceptable to Landlord and Tenant.




13.2.3  The
      Fair
      Market Value shall be determined by the appraisers within 60 days
      thereafter as follows. Each of the appraisers shall be instructed to prepare
      an
      appraisal of the Leased Property in accordance with the following
      instructions:




The
      Leased Property is to be valued upon the three conventional approaches to
      estimate value known as the Income, Sales Comparison and Cost Approaches. Once
      the approaches are completed, the appraiser correlates the individual approaches
      into a final value conclusion.




The
      three
      approaches to estimate value are summarized as follows:




**Income
      Approach** :
      This
      valuation approach recognizes that the value of the operating tangible and
      intangible assets can be represented by the expected economic viability of
      the
      business giving returns on and of the assets.




**Sales
      Comparison Approach** :
      This
      valuation approach is based upon the principle of substitution. When a facility
      is replaceable in the market, the market approach assumes that value tends
      to be
      set at the price of acquiring an equally desirable substitute facility. Since
      healthcare market conditions change and frequently are subject to regulatory
      and
      financing environments, adjustments need to be considered. These adjustments
      also consider the operating differences such as services and
      demographics.




**Cost
      Approach** :
      This
      valuation approach estimates the value of the tangible assets only. Value is
      represented by the market value of the land plus the depreciated reproduction
      cost of all improvements and equipment.




In
      general, the Income and Sales Comparison Approaches are considered the best
      representation of value because they cover both tangible and intangible assets,
      consider the operating characteristics of the business and have the most
      significant influence on attracting potential investors.




The
      appraised values submitted by the three appraisers shall be ranked from highest
      value to middle value to lowest value, the appraised value (highest or lowest)
      which is furthest from the


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 **EX-10.83.7
          Hunters Glen Lease**


middle
      appraised value shall be discarded, and the remaining two appraised values
      shall
      be averaged to arrive at the Fair Market Value.




13.2.4  Tenant
      shall pay, or reimburse Landlord for, all costs and expenses in connection
      with
      the appraisals.




13.3  Closing .
      Any
      closing pursuant to, and the consequences to Tenant of failing to close after
      exercising its rights under §13.1 shall be in accordance with the terms set
      forth in the Offer or Modified Offer and in the Transaction Documents executed
      pursuant to the terms of this Article 13.




**ARTICLE
      14:**  **NEGATIVE
      COVENANTS**




Until
      the
      Obligor Group Obligations shall have been performed in full, Tenant and
      Guarantor covenant and agree that Tenant (and Guarantor where applicable) shall
      not do any of the following without the prior written consent of
      Landlord:




14.1  No
      Debt .
      Tenant
      shall not create, incur, assume, or permit to exist any indebtedness with
      respect to the Leased Property other than [i] trade debt incurred in
      the
      ordinary course of business; [ii] indebtedness for Facility working
      capital
      purposes; and [iii] indebtedness that is secured by any Permitted
      Lien.




14.2  No
      Liens .
      Tenant
      shall not create, incur, or permit to exist any lien, charge, encumbrance,
      easement or restriction upon the Leased Property, except for Permitted
      Liens.




14.3  No
      Guaranties .
      Except
      for the Obligor Group Obligations, Tenant shall not create, incur, assume,
      or
      permit to exist any guarantee of any loan or other indebtedness with respect
      to
      the Leased Property except for the endorsement of negotiable instruments for
      collection in the ordinary course of business.




14.4  No
      Transfer .
      Tenant
      shall not sell, lease, sublease, mortgage, convey, assign or otherwise transfer
      any legal or equitable interest in the Leased Property or any part thereof,
      except for transfers made in connection with any Permitted Lien, the Interim
      Agreements or leases to the residents of the Leased Property or commercial
      leases with respect to a portion of the leased Property comprising in the
      aggregate less than 2,500 square feet provided such commercial leases
      shall
      be for services that are an integral part of the Facility.




14.5  No
      Dissolution .
      Tenant
      shall not dissolve, liquidate, merge, consolidate or terminate its existence
      or
      sell, other than in a sale/leaseback or sale/manage back transaction, assign,
      lease, or otherwise transfer (whether in one transaction or in a series of
      transactions) all or substantially all of its assets (whether now owned or
      hereafter acquired) unless, in the case of a merger or consolidation by Tenant,
      the surviving entity in such merger has a net worth immediately after the merger
      or consolidation at least equal to that of the Tenant immediately prior
      thereto.




14.6  Subordination
      of Payments to Affiliates .




**40**
 **EX-10.83.7
          Hunters Glen Lease**


(a)  Except
      as
      otherwise provided in §14.6(b) below, after the occurrence of an Event of
      Default and until such Event of Default is cured or waived in writing, Tenant
      and Guarantor shall not make any payments or distributions (including, without
      limitation, salary, bonuses, fees, principal, interest, dividends, liquidating
      distributions, management fees, cash flow distributions or lease payments to
      Guarantor, any Affiliate, or any shareholder, member or partner of Tenant or
      any
      Affiliate.




(b)  Notwithstanding
      the provisions of §14.6(a) or any other provision to the contrary contained in
      this Lease, [1] whether or not there is outstanding an Event of Default,
      the following shall be expressly permitted: [A] salaries paid to employees
      of the Facilities or employees of Tenant in the ordinary course of business;
      [B] equity contributions and inter-company loans from Tenant to its
      direct
      and indirect subsidiaries made in the ordinary course of business;
      [C] payment made by Individual Guarantor to Tenant under the Cash Flow
      Agreement provided that any such payment will be held in trust by Tenant only
      for the purposes of paying Rent to Landlord and other expenses incurred by
      Tenant in connection with the performance of its obligations under this Lease;
      and [D] with respect to the preferred stock of Tenant issued to Saratoga,
      PIK dividends; and [2] so long as there is no Event of Default under
      §8.1(a) of this Lease, Tenant may pay cash dividends to Saratoga or to any other
      preferred shareholder of Tenant who is not an Affiliate of Tenant.




14.7  Change
      of Location or Name .
      Tenant
      shall not, without providing Landlord with 30 days prior notice thereof,
      change any of the following: [i] the location of the principal place
      of
      business or chief executive office of Tenant, or any office where any of
      Tenant’s books and records are maintained; [ii] the name under which Tenant
      conducts any of its business or operations; or [iii] reorganize or
      otherwise change its Organization State.




**ARTICLE
      15:**  **AFFIRMATIVE
      COVENANTS**




15.1  Perform
      Obligations .
      Tenant
      shall perform all of its obligations under this Lease, all material obligations
      under the Government Authorizations, the Permitted Exceptions, and all Legal
      Requirements. If applicable, Tenant shall take all necessary action to obtain
      all Government Authorizations required for the operation of the Facility as
      soon
      as possible after the Effective Date.




15.2  Proceedings
      to Enjoin or Prevent Construction .
      If any
      proceedings are filed seeking to enjoin or otherwise prevent or declare invalid
      or unlawful Tenant’s construction, occupancy, maintenance, or operation of the
      Facility or any portion thereof, Tenant will cause such proceedings to be
      vigorously contested in good faith, and in the event of an adverse ruling or
      decision, prosecute all allowable appeals therefrom, and will, without limiting
      the generality of the foregoing, resist the entry or seek the stay of any
      temporary or permanent injunction that may be entered, and use its best
      commercially reasonable efforts to bring about a favorable and speedy
      disposition of all such proceedings and any other proceedings.




15.3  Documents
      and Information .




15.3.1  Furnish
      Documents .
      Tenant
      shall periodically during the term of the Lease deliver to Landlord the Annual
      Financial Statements, Periodic Financial Statements,


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 **EX-10.83.7
          Hunters Glen Lease**
 Annual
        Company Budget and all other documents, reports, schedules and copies described
        on Exhibit E within the specified time periods. With each delivery
        of
        Annual Financial Statements and Periodic Financial Statements (other than
        the
        monthly Facility Financial Statement) to Landlord, Tenant shall also deliver
        to
        Landlord a certificate signed by the Chief Financial Officer or managing
        member
        (as applicable) of Tenant, an Annual Facility Financial Report or Quarterly
        Facility Financial Report, as applicable, and a Quarterly Facility Accounts
        Receivable Aging Report all in the form of Exhibit F. In addition,
        Tenant
        shall deliver to Landlord the applicable Annual Facility Financial Report
        and
        the applicable Quarterly Facility Accounts Receivable Aging Report (based
        upon
        internal financial statements) within 60 days after the end of each
        fiscal
        year. After the occurrence of an Event of Default and receipt of Landlord’s
        written request, Tenant shall deliver to Landlord an updated Annual Company
        Budget (based on a 12-month rolling forward period) within 10 Business
        Days
        after receipt of Landlord’s request.




15.3.2  Furnish
      Information .
      Tenant
      shall [i] promptly supply Landlord with such information concerning
      its
      financial condition, affairs and property, as Landlord may reasonably request
      from time to time hereafter; [ii] promptly notify Landlord in writing
      of
      any condition or event that constitutes a breach or event of default of any
      term, condition, warranty, representation, or provisions of this Lease or any
      other agreement, and of any material adverse change in its financial condition;
      [iii] maintain a standard and modern system of accounting; [iv] permit
      Landlord or any of its agents or representatives to have access to and to
      examine all of its books and records regarding the financial condition of the
      Facility at any time or times hereafter during business hours and after
      reasonable oral or written notice; and [v] permit Landlord to copy and
      make
      abstracts from any and all of said books and records subject to any limitations
      imposed by State or federal law with respect to the confidentiality of patient
      and employee records.




15.3.3  Further
      Assurances and Information .
      Tenant
      shall, on request of Landlord from time to time, execute, deliver, and furnish
      documents as may be necessary to fully consummate the transactions contemplated
      under this Lease. Within 15 days after a request from Landlord, Tenant
      shall provide to Landlord such additional information regarding Tenant, Tenant’s
      financial condition, or the Facility as Landlord, or any existing or proposed
      creditor of Landlord, or any auditor or underwriter of Landlord, may reasonably
      require from time to time, including, without limitation, a current Tenant’s
      Certificate and Facility Financial Report in the form of Exhibit F.
      From
      and after and during the continuance of an Event of Default, Landlord shall
      have
      the right to require Tenant to provide to Landlord, at Tenant’s expense, an
      appraisal prepared by an MAI appraiser setting forth the current fair market
      value of the Leased Property.




15.3.4  Material
      Communications .
      Tenant
      shall transmit to Landlord, within five days after receipt thereof, any material
      communication affecting a Facility, this Lease, the Legal Requirements or the
      Government Authorizations, and Tenant will promptly respond to Landlord’s
      inquiry with respect to such information. Tenant shall notify Landlord in
      writing within five days after Tenant has knowledge of any potential, threatened
      or existing litigation or proceeding against, or investigation of, Tenant or
      the
      Facility that would reasonably be expected to adversely affect the right to
      operate the Facility or Landlord’s title to the Facility or Tenant’s interest
      therein.




**42**
 **EX-10.83.7
          Hunters Glen Lease**


15.3.5  Requirements
      for Financial Statements .
      Tenant
      shall meet the following requirements in connection with the preparation of
      the
      financial statements: [i] all audited financial statements shall be
      prepared in accordance with general accepted accounting principles consistently
      applied; [ii] all unaudited financial statements shall be prepared in
      a
      manner substantially consistent with prior audited and unaudited financial
      statements submitted to Landlord; [iii] all financial statements shall
      fairly present the financial condition and performance for the relevant period
      in all material respects; [iv] the audited financial statements shall
      include all notes to the financial statements and a complete schedule of
      contingent liabilities and transactions with Affiliates; and [v] the
      audited financial statements shall contain an unqualified opinion.




15.4  Compliance
      With Laws .
      Tenant
      shall comply in all material respects with all Legal Requirements and keep
      all
      Government Authorizations in full force and effect. Subject to Tenant’s right to
      contest the same in accordance with the terms of this Lease, Tenant shall pay
      when due all taxes and governmental charges of every kind and nature that are
      assessed or imposed upon Tenant at any time during the term of the Lease,
      including, without limitation, all income, franchise, capital stock, property,
      sales and use, business, intangible, employee withholding, and all taxes and
      charges relating to Tenant’s business and operations at the Leased Property.
      Tenant shall be solely responsible for compliance with all Legal Requirements,
      including the ADA, and Landlord shall have no responsibility for such
      compliance.




15.5  Broker’s
      Commission .
      Tenant
      shall indemnify Landlord from claims of brokers arising by the execution hereof
      or the consummation of the transactions contemplated hereby and from expenses
      incurred by Landlord in connection with any such claims (including reasonable
      attorneys’ fees).




15.6  Existence
      and Change in Ownership .
      Except
      as otherwise specifically provided herein or in §14.5, Tenant shall maintain its
      existence throughout the term of this Lease. Any change in the equity ownership
      of Tenant, directly or indirectly, that results in a change in Control (as
      defined in the definition of Affiliate in §1.4 hereof) of such entity shall
      require Landlord’s prior written consent.




15.7  Financial
      Covenants .
      The
      defined terms used in this section are defined in §15.7.1. The method of valuing
      assets shall be consistent with the Financial Statements. The following
      financial covenants shall be met throughout the term of this Lease:




15.7.1  Definitions .




(a)  “Facility
      Cash Flow” means the net income of Tenant arising from the Facility as reflected
      on the Facility Financial Statement plus [i] the amount of the provision
      for depreciation and amortization; plus [ii] the amount of the provision
      for management fees; plus [iii] the amount of the provision for income
      taxes; plus [iv] the amount of the provision for Base Rent payments
      and
      interest and equipment lease payments, if any relating to the Facility; minus
      [v] an imputed management fee equal to 5% of gross revenues (net of
      contractual allowances); and minus [vi] an imputed replacement reserve
      of
      $300 per licensed unit at the Facility, per year.




**43**
 **EX-10.83.7
          Hunters Glen Lease**


(b)  “Facility
      Coverage Ratio” is the ratio of [i] Facility Cash Flow for each applicable
      period; to [ii] the Base Rent payments and all debt service and equipment
      lease payments relating to the Facility for the applicable period.




15.7.2  Coverage
      Ratio .
      Tenant
      shall maintain for each fiscal quarter a Facility Coverage Ratio for the
      Facility of not less than 1.00 to 1.00 for the 1st Lease Year, 1.10
      to 1.00
      for the 2 nd Lease
      Year, 1.20 to 1.00 for the 3 rd Lease
      Year and 1.25 to 1.00 for the 4 th Lease
      Year and each Lease Year thereafter.




15.8  Facility
      Licensure and Certification .




15.8.1  Notice
      of Inspections .
      Tenant
      shall [i] give written notice to Landlord within five days after an
      inspection of the Facility with respect to health care licensure or
      certification has occurred; and [ii] deliver to Landlord copies of each
      of
      the reports, notices, correspondence and all other items and documents listed
      under item no. 18 of Exhibit E within five days after receipt
      thereof.
      Tenant acknowledges that it has reviewed Exhibit E and agrees to the
      foregoing obligation.




15.8.2  Material
      Deficiencies .
      If
      Tenant receives a Facility survey or inspection report with material
      deficiencies that threatens a loss of licensure or, if applicable, certification
      of the Facility or the imposition of a ban on admissions to the Facility (the
      “Material Deficiencies”) or notice of failure to comply with a previously
      submitted plan of correction or an HIPDB adverse action report related to any
      Material Deficiencies, Tenant shall cure all of the Material Deficiencies and
      implement all corrective actions with respect thereto by the date required
      by
      the regulatory authority and shall deliver evidence of same to
      Landlord.




15.9  Transfer
      of License and Facility Operations .
      If this
      Lease is terminated due to expiration of the Term, pursuant to an Event of
      Default or for any reason other than Tenant’s purchase of the Leased Property,
      or if Tenant vacates the Leased Property (or any part thereof) without
      termination of this Lease (other than during periods of repair or reconstruction
      after damage, destruction or a Taking), the following provisions shall be
      immediately effective:




15.9.1  Licensure .
      Tenant
      shall execute, deliver and file all documents and statements reasonably
      requested by Landlord to effect the transfer of the Facility license and
      Government Authorizations to a replacement operator designated by Landlord
      (“Replacement Operator”), subject to any required approval of governmental
      regulatory authorities, and Tenant shall provide to Landlord all information
      and
      records required by Landlord in connection with the transfer of the license
      and
      Government Authorizations.




15.9.2  Facility
      Operations .
      In
      order to facilitate a responsible and efficient transfer of the operations
      of
      the Facility, Tenant shall, if and to the extent requested by Landlord and
      subject to all applicable law, [i] deliver to Landlord the most recent
      updated reports, notices, schedules and documents listed under item nos. 17
      and 18 of Exhibit E; [ii] assuming Tenant has not already vacated
      the
      Leased Property, continue and maintain the operation of the Facility in the
      ordinary course of business, including using its commercially reasonable efforts
      to retain the residents at the Facility to the fullest extent practicable and
      consistent with applicable laws and regulations, until transfer of the Facility
      operations to the Replacement Operator is completed;


**44**
 **EX-10.83.7
          Hunters Glen Lease**
 [iii] enter
        into such management agreements, operations transfer agreements and other
        types
        of agreements that may be reasonably requested by Landlord or the Replacement
        Operator, provided, however, in no event shall Tenant be required to permit
        the
        Replacement Operator to operate the Leased Property under their licenses
        unless
        they receive confirmation that doing so will not violate applicable Legal
        Requirements and they get appropriate indemnities from the Replacement Operator
        in form and substance reasonably acceptable to Tenant; and [iv] provide
        reasonable access during normal business hours and on reasonable advance
        notice
        for Landlord and its agents to show the Facility to potential replacement
        operators. Tenant consents to the distribution by Landlord to potential
        replacement operators of Facility financial statements, licensure reports,
        financial and property due diligence materials and other documents, materials
        and information relating to the Facility. The provisions of this section
        do not
        create or establish any rights in Tenant or any third party and Landlord
        reserves all rights and remedies relating to termination of this
        Lease.




15.10  Bed
      Operating Rights .
      Tenant
      acknowledges and agrees that the rights to operate the beds located at the
      Facility as set forth on Exhibit C under the law of the Facility State
      [i] affect the value of the Leased Property, and [ii] the grant
      of
      this Lease is conditioned upon the existence of such rights. Tenant shall not
      relocate any licensed bed to any other location and shall not transfer any
      bed
      operating rights to any other party without the prior written consent of
      Landlord.




15.11  Power
      of Attorney .
      Effective upon [i] the occurrence and during the continuance of an Event
      of
      Default, or [ii] termination of this Lease for any reason other than
      Tenant’s purchase of the Leased Property, to the extent permitted by law, Tenant
      hereby irrevocably and unconditionally appoints Landlord, or Landlord’s
      authorized officer, agent, employee or designee, as Tenant’s true and lawful
      attorney-in-fact, to act for Tenant in Tenant’s name, place, and stead, to
      execute, deliver and file all applications and any and all other necessary
      documents and statements to effect the issuance, transfer, reinstatement,
      renewal and/or extension of the Facility license and all Governmental
      Authorizations issued to Tenant or applied for by Tenant in connection with
      Tenant’s operation of the Facility, to permit any designee of Landlord or any
      other transferee to operate the Facility under the Governmental Authorizations,
      and to do any and all other acts incidental to any of the foregoing, but only
      in
      the event Tenant fails to take such actions or execute such documents after
      a
      request from Landlord. Tenant irrevocably and unconditionally grants to Landlord
      as its attorney-in-fact full power and authority to do and perform every act
      necessary and proper to be done in the exercise of any of the foregoing powers
      as fully as Tenant might or could do if personally present or acting, with
      full
      power of substitution, hereby ratifying and confirming all that said attorney
      shall lawfully do or cause to be done by virtue hereof. This power of attorney
      is coupled with an interest and is irrevocable prior to Tenant’s purchase of the
      Leased Property. Landlord shall provide Tenant with copies of any documents
      filed and/or with a summary of any action taken pursuant to this power of
      attorney.




15.12  Compliance
      with Loan Documents .
      Tenant
      and Guarantor acknowledge that [i] Landlord is acquiring the Leased
      Property subject to the Mortgage; [ii] Landlord and HCN will assume
      the
      obligations set forth in the Mortgage and Loan Documents; and
      [iii] Landlord and HCN would not have assumed the obligations set forth
      in
      the Mortgage or the Loan Documents without Tenant and Guarantor’s agreement to
      comply with the terms and


**45**
 **EX-10.83.7
          Hunters Glen Lease**
 conditions
        set forth in the Loan Documents as hereinafter set forth. Tenant and Guarantor
        have each reviewed the Loan Documents and are familiar with the terms and
        conditions thereof. Tenant and Guarantor agree to comply with the terms and
        conditions set forth in the Loan Documents to the extent such terms and
        conditions apply to Tenant or Guarantor, or the operation of the Facility
        including, but not limited to, satisfying all insurance requirements,
        maintaining required reserves and escrow accounts, making payments due
        thereunder and as applicable, other than regularly scheduled payments of
        principal and interest, and granting reasonable access to the Leased Property
        to
        the Lenders as set forth in the Loan Documents. Consistent with the obligations
        of the parties under the terms of the Subordination Agreement, the Real Estate
        Tax Escrow Agreement and this Lease, including but not limited to §§3.3, 4.10
        and 7.5 herein, any amounts required to be escrowed with Lender under the
        Loan
        Documents shall be paid by Tenant to Landlord within the time frame required
        by
        the Loan Documents and to the extent consistent with the foregoing shall
        be paid
        as and when Rent is paid; provided that upon the payment of the same, Landlord
        covenants and agrees to deliver such amounts to Lender and/or administer
        consistent with the terms of the Loan Documents and in compliance with and
        full
        satisfaction of all of the duties and obligations of the Landlord or Tenant
        thereunder. Neither Tenant nor Guarantor shall, in connection with either
        Tenant’s or Guarantor’s compliance with the terms and conditions of the Loan
        Documents and the operation of the Facility, create or permit any third party
        (other than Landlord for which neither Tenant nor Guarantor assumes any
        responsibility hereunder) to create any condition that would cause an Event
        of
        Default, as defined in any such Loan Documents. Tenant’s or Guarantor’s failure
        to comply with the Loan Documents to the extent such terms and conditions
        apply
        to Tenant or Guarantor, or the operation of the Facility and to cure same
        within
        any applicable cure period provided for in the Loan Documents shall be an
        Event
        of Default under this Lease.




15.12.1  In
      the
      event of a Landlord Default, as hereinafter defined, Landlord shall indemnify,
      defend and hold harmless Tenant and Guarantor from and against any and all
      demands, claims, causes of action, fines, penalties, damages (including
      consequential damages), losses, liabilities (including strict liability),
      judgments and expenses (including, without limitation, reasonable attorneys’
      fees, court costs and the costs described in §8.7) to the extent incurred by
      Tenant as a result of the Landlord Default including, but not limited to, as
      a
      result of the foreclosure by Lender with respect to any of the collateral
      provided by Tenant or Guarantor under the Loan Documents or the taking of any
      other action by the Lender against Tenant or Guarantor under the terms of the
      Loan Documents. Landlord Default shall mean an Event of Default under the Loan
      Document caused solely by the acts or omissions of Landlord or HCN and is not
      an
      Event of Default under a Loan Document arising due to Tenant’s or Guarantor’s
      failure to comply with the terms and conditions of a Loan Document as agreed
      to
      by Tenant and Guarantor pursuant to §15.12 (“Landlord Defaults”).




15.12.2  Upon
      the
      occurrence of an Event of Default under the Loan Documents caused by Tenant
      (“Tenant Default”), Tenant or Guarantor, as applicable pursuant to the Guaranty,
      shall indemnify, defend and hold harmless Landlord and HCN from and against
      any
      and all demands, claims, causes of action, fines, penalties, damages (including
      consequential damages), losses, liabilities (including strict liability),
      judgments and expenses (including, without limitation, reasonable attorneys’
      fees, court costs and the costs described in §8.7) to the extent incurred by
      Landlord or HCN solely as a result of the Tenant Default including, but not
      limited to, as a result of the foreclosure by Lender with respect to any of
      the
      collateral provided


**46**
 **EX-10.83.7
          Hunters Glen Lease**
 by
        Landlord or HCN under the Loan Documents or the taking of any other action
        by
        the Lender against Landlord or HCN under the terms of the Loan Documents;
        provided, however, Tenant and/or Guarantor shall have no obligation or duty
        to
        indemnify, defend and hold harmless Landlord and HCN from and against any
        claim
        by either arising from the payment of any principal, interest or default
        interest amount due under the Note to Lender.




15.12.3  Landlord
      shall, within five Business Days after receipt thereof from Lender, deliver
      to
      Tenant all notices received by Landlord from Lender. Tenant shall, within five
      Business Days after receipt thereof from Lender, deliver to Landlord all notices
      received by Tenant from Lender. Landlord further acknowledges and agrees that
      Tenant shall not be in default of its obligations under this §15.12 in the event
      Tenant fails to fulfill the obligations imposed under a Loan Document as and
      when due solely as a result of the failure of Landlord to remit any such Lender
      notice within the time period specified herein, the same shall be deemed to
      be a
      Landlord Default.




**ARTICLE
      16:**  **ALTERATIONS,
      CAPITAL IMPROVEMENTS, AND SIGNS**




16.1  Prohibition
      on Alterations and Improvements .
      Except
      for Permitted Alterations (as hereinafter defined), Tenant shall not make any
      structural or nonstructural changes, alterations, additions and/or improvements
      (hereinafter collectively referred to as “Alterations”) to the Leased
      Property.




16.2  Approval
      of Alterations .
      If
      Tenant desires to perform any Permitted Alterations, Tenant shall deliver to
      Landlord plans, specifications, drawings, and such other information as may
      be
      reasonably requested by Landlord (collectively the “Plans and Specifications”)
      showing in reasonable detail the scope and nature of the Alterations that Tenant
      desires to perform. It is the intent of the parties hereto that the level of
      detail shall be comparable to that which is referred to in the architectural
      profession as “design development drawings” as opposed to working or biddable
      drawings. Landlord agrees not to unreasonably delay its review of the Plans
      and
      Specifications. Within 30 days after receipt of an invoice, Tenant shall
      reimburse Landlord for all costs and expenses incurred by Landlord in reviewing
      and, if required, approving or disapproving the Plans and Specifications,
      inspecting the Leased Property, and otherwise monitoring compliance with the
      terms of this Article 16. Tenant shall comply with the requirements
      of
§16.4 in making any Permitted Alterations.




16.3  Permitted
      Alterations .
      Permitted Alterations means any one of the following: [i] Alterations
      approved by Landlord; [ii] Alterations required under §7.2;
      [iii] Alterations affecting the structure of the Leased Property and
      having
      a total cost of less than $250,000.00 individually or in the aggregate;
      [iv] repairs, rebuilding and restoration required or undertaken pursuant
      to
§9.4 or [v] non-structural Alterations such as painting, landscaping,
      wallpapering, installing new floor coverings, etc. without regard to the cost
      thereof.




16.4  Requirements
      for Permitted Alterations .
      Tenant
      shall comply with all of the following requirements in connection with any
      Permitted Alterations:




(a)  The
      Permitted Alterations shall be made in accordance with the approved Plans and
      Specifications.




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 **EX-10.83.7
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(b)  The
      Permitted Alterations and the installation thereof shall comply with all
      applicable legal requirements and insurance requirements.




(c)  The
      Permitted Alterations shall be done in a good and workmanlike manner, shall
      not
      impair the value or the structural integrity of the Leased Property, and shall
      be free and clear of all mechanic’s liens.




(d)  For
      any
      Permitted Alterations having a total cost of $100,000.00 or more, Tenant shall
      deliver to Landlord a payment and performance bond, with a surety acceptable
      to
      Landlord, in an amount equal to the estimated cost of the Permitted Alterations,
      guaranteeing the completion of the work free and clear of liens and in
      accordance with the approved Plans and Specifications, and naming Landlord
      and
      any mortgagee of Landlord as joint obligees on such bond.




(e)  Tenant
      shall, at Tenant’s expense, obtain a builder’s completed value risk policy of
      insurance insuring against all risks of physical loss, including collapse and
      transit coverage, in a nonreporting form, covering the total value of the work
      performed, and equipment, supplies, and materials, and insuring initial
      occupancy. Landlord and any mortgagee of Landlord shall be additional insureds
      of such policy. The form and substance of such policy shall be reasonably
      acceptable to Landlord.




(f)  Tenant
      shall pay the premiums required to increase the amount of the insurance
      coverages required by Article 4 to reflect the increased value of the
      Improvements resulting from installation of the Permitted Alterations, and
      shall
      deliver to Landlord a certificate evidencing the increase in
      coverage.




(g)  Tenant
      shall, not later than 60 days after completion of the Permitted
      Alterations, deliver to Landlord a revised “as-built” survey of the Facility if
      the Permitted Alterations altered the Land or “footprint” of the Improvements
      and an “as-built” set of Plans and Specifications for the Permitted Alterations
      in form and substance reasonably satisfactory to Landlord.




(h)  Tenant
      shall, not later than 30 days after Landlord sends an invoice, reimburse
      Landlord for any reasonable costs and expenses, including attorneys’ fees and
      architects’ and engineers’ fees, incurred in connection with reviewing and
      approving the Permitted Alterations and ensuring Tenant’s compliance with the
      requirements of this section. The daily fee for Landlord’s consulting engineer
      is $750.00.




16.5  Ownership
      and Removal of Permitted Alterations .
      The
      Permitted Alterations shall become a part of the Leased Property, owned by
      Landlord, and leased to Tenant subject to the terms and conditions of this
      Lease. Tenant shall not be required or permitted to remove any Permitted
      Alterations.




16.6  Minimum
      Qualified Capital Expenditures .
      During
      each calendar year of the Term, Tenant shall expend at least $450.00 per unit
      for Qualified Capital Expenditures to improve the Facilities (provided that
      as
      to any Facility with respect to which a certificate of occupancy was not issued
      prior to the end of the first calendar year, the minimum Qualified Capital
      Expenditures required by this section shall be waived until the calendar year
      immediately


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 **EX-10.83.7
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 following
        the year in which such certificate of occupancy is issued). Thereafter
        throughout the Term, Tenant shall expend such amount each calendar year,
        increased annually in proportion to increases in the CPI. Within 60 days
        after the end of each fiscal year, Tenant shall deliver to Landlord a
        certificate in the form of Exhibit N listing the Qualified Capital
        Expenditures made in the prior year. If the entire minimum amount was not
        expended in such year, the certificate will include certification that the
        balance of the current minimum amount has been deposited in a reserve account
        to
        be used solely for Qualified Capital Expenditures for the Facilities. At
        least
        annually, at the request of Landlord, Landlord and Tenant shall review capital
        expenditures budgets and agree on modifications, if any, required by changed
        circumstances and the changed conditions of the Leased Property. Notwithstanding
        the foregoing, Tenant shall be deemed to have satisfied the requirements
        of this
§16.6 by providing Landlord with written documentation that it has expended
        an
        average of $450.00 per unit per year calculated on a three year rolling
        average.




16.7  Signs .
      Tenant
      may, at its own expense, erect and maintain identification signs at the Leased
      Property, provided such signs comply with all laws, ordinances, and regulations.
      Upon the termination or expiration of this Lease (other than as a result of
      the
      exercise by Tenant of its purchase rights), Tenant shall, within 30 days
      after notice from Landlord, remove the signs and restore the Leased Property
      to
      its original condition.




**ARTICLE
      17:**  **RESERVED**




**ARTICLE
      18:**  **ASSIGNMENT
      AND SALE OF LEASED PROPERTY**




18.1  Prohibition
      on Assignment and Subletting .
      Tenant
      acknowledges that Landlord has entered into this Lease in reliance on the
      personal services and business expertise of Tenant. Tenant may not assign,
      sublet, mortgage, hypothecate, pledge, grant a right of first refusal or
      transfer any interest in this Lease, or in the Leased Property, in whole or
      in
      part, without the prior written consent of Landlord, which Landlord may withhold
      in its sole and absolute discretion. The following transactions will be deemed
      an assignment or sublease requiring Landlord’s prior written consent:
      [i] an assignment by operation of law; [ii] an imposition (whether
      or
      not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in
      the Lease other than Permitted Liens; [iii] except as otherwise permitted
      by §§14.4 and 18.3, an arrangement (including, but not limited to, management
      agreements, concessions, licenses, and easements) which allows the use or
      occupancy of all or part of the Leased Property by anyone other than Tenant;
      and
      [iv] a material change of ownership of Tenant other than changes resulting
      from the trading of Tenant’s stock on a national stock exchange as permitted
      under §14.5. Landlord’s consent to any assignment, right of first refusal or
      sublease will not release Tenant (or any guarantor) from its payment and
      performance obligations under this Lease, but rather Tenant, any guarantor,
      and
      Tenant’s assignee or sublessee will be jointly and severally liable for such
      payment and performance. An assignment, right of first refusal or sublease
      without the prior written consent of Landlord will be void at Landlord’s option.
      Landlord’s consent to one assignment, right of first refusal or sublease will
      not waive the requirement of its consent to any subsequent assignment or
      sublease. Notwithstanding the foregoing, Tenant may enter into the Interim
      Agreements required to comply with licensure requirements until such time as
      the
      license to operate the Facility is issued in Tenant’s name, as
      applicable.




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18.2  Requests
      for Landlord’s Consent to Assignment, Sublease or Management
      Agreement .
      If
      Tenant is required to obtain Landlord’s consent to a specific assignment,
      sublease, or management agreement, Tenant shall give Landlord [i] the
      name
      and address of the proposed assignee, subtenant or manager; [ii] a copy
      of
      the proposed assignment, sublease or management agreement; [iii] reasonably
      satisfactory information about the nature, business and business history of
      the
      proposed assignee, subtenant, or manager and its proposed use of the Leased
      Property; and [iv] banking, financial, and other credit information,
      and
      references about the proposed assignee, subtenant or manager sufficient to
      enable Landlord to determine the financial responsibility and character of
      the
      proposed assignee, subtenant or manager. Any assignment, sublease or management
      agreement shall contain provisions to the effect that [a] such assignment,
      sublease or management agreement is subject and subordinate to all of the terms
      and provisions of this Lease and to the rights of Landlord and that the
      assignee, subtenant or manager shall comply with all applicable provisions
      of
      this Lease; [b] such assignment, sublease or management agreement may
      not
      be modified without the prior written consent of Landlord not to be unreasonably
      withheld or delayed; [c] if this Lease shall terminate before the
      expiration of such assignment, sublease or management agreement, the assignee,
      subtenant or manager thereunder will, solely at Landlord’s option and only upon
      the express written notice of attornment from Landlord, attorn to Landlord
      and
      waive any right the assignee, subtenant or manager may have to terminate the
      assignment, sublease or management agreement or surrender possession thereunder
      as a result of the termination of this Lease; and [d] if the assignee,
      subtenant or manager receives a written notice from Landlord stating that Tenant
      is in default under this Lease, the assignee, subtenant or manager shall
      thereafter pay all rentals or payments under the assignment, sublease or
      management agreement directly to Landlord until such default has been cured.
      Any
      attempt or offer by an assignee, subtenant or manager to attorn to Landlord
      shall not be binding or effective without the express written consent of
      Landlord. Tenant hereby collaterally assigns to Landlord, as security for the
      performance of its obligations hereunder, all of Tenant’s right, title, and
      interest in and to any assignment, sublease or management agreement now or
      hereafter existing for all or part of the Leased Property. Tenant shall, at
      the
      request of Landlord, execute such other instruments or documents as Landlord
      may
      request to evidence this collateral assignment. If Landlord, in its sole and
      absolute discretion, consents to such assignment, sublease, or management
      agreement, such consent shall not be effective until [i] a fully executed
      copy of the instrument of assignment, sublease or management agreement has
      been
      delivered to Landlord; [ii] in the case of an assignment, Landlord has
      received a written instrument in which the assignee has assumed and agreed
      to
      perform all of Tenant’s obligations under the Lease; and [iii] Tenant has
      paid to Landlord a fee in the amount equal to the lesser of Landlord’s actual
      out-of-pocket costs and expenses and $2,500.00 (applies only to consent requests
      after the Closing); and [iv] Landlord has received reimbursement from
      Tenant or the assignee for all attorneys’ fees and expenses and all other
      reasonable out-of-pocket expenses incurred in connection with determining
      whether to give its consent, giving its consent and all matters relating to
      the
      assignment (applies only to consent requests after the Closing).




18.3  Agreements
      with Residents .
      Notwithstanding §18.1, Tenant may enter into an occupancy agreement with
      residents of the Leased Property without the prior written consent of Landlord
      provided that, except as otherwise specifically provided in this §18.3,
      [i] the agreement does not provide for lifecare services; [ii] the
      agreement does not contain any type of rate lock provision or rate guaranty
      for
      more than one calendar year; [iii] the agreement does not provide for
      any
      rent reduction or waiver other than for an introductory period not to exceed
      six


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 **EX-10.83.7
          Hunters Glen Lease**
 months;
        [iv] Tenant may not collect rent for more than one month in advance,
        other
        than one month of rent collected to be held as security for the performance
        of
        the resident’s obligation to Tenant; and [v] all residents of the Leased
        Property are accurately shown in accounting records for the Facility. Without
        the prior written consent of Landlord, Tenant shall not materially change
        the
        form of resident occupancy agreement that was submitted to Landlord prior
        to the
        Effective Date except such changes required under applicable law or except
        in
        accordance with local market and existing practices of
        Tenant.




18.4  Sale
      of Leased Property .
      If
      Landlord or any subsequent owner of the Leased Property sells the Leased
      Property, its liability for the performance of its agreements in this Lease
      will
      end on the date of the sale of the Leased Property, and Tenant will look solely
      to the purchaser for the performance of those agreements. For purposes of this
      section, any holder of a mortgage or security agreement which affects the Leased
      Property at any time, and any landlord under any lease to which this Lease
      is
      subordinate at any time, will be a subsequent owner of the Leased Property
      when
      it succeeds to the interest of Landlord or any subsequent owner of the Leased
      Property.




18.5  Assignment
      by Landlord .
      Landlord may transfer, assign, mortgage, collaterally assign, or otherwise
      dispose of Landlord’s interest in this Lease or the Leased Property; provided,
      however, that unless written notice is provided to Tenant regarding the
      foregoing, Tenant shall continue to deal with HCN as agent
      hereunder.




**ARTICLE
      19:**  **HOLDOVER
      AND SURRENDER**




19.1  Holding
      Over .
      If
      Tenant, with or without the express or implied consent of Landlord, continues
      to
      hold and occupy the Leased Property (or any part thereof) after the expiration
      of the Term or earlier termination of this Lease (other than pursuant to
      Tenant’s purchase of the Leased Property), such holding over beyond the Term and
      the acceptance or collection of Rent in the amount specified below by Landlord
      shall operate and be construed as creating a tenancy from month to month and
      not
      for any other term whatsoever. Said month-to-month tenancy may be terminated
      by
      Landlord by giving Tenant either [a] five days written notice or
      [b] such longer period of time as may be required by law, and at any
      time
      thereafter Landlord may re-enter and take possession of the Leased Property.
      If
      without Landlord’s consent or at Landlord’s request, Tenant continues after the
      expiration of the Term or earlier termination of this Lease to hold and occupy
      the Leased Property whether as a month-to-month tenant or a tenant at sufferance
      or otherwise, Tenant shall pay Rent for each month in an amount equal to the
      sum
      of [i] one and one-half (11⁄2) times the Base Rent payable during the
      month in which such expiration or termination occurs, plus [ii] all
      Additional Rent accruing during the month, plus [iii] any and all other
      sums payable by Tenant pursuant to this Lease. During any continued tenancy
      after the expiration of the Term or earlier termination of this Lease, Tenant
      shall be obligated to perform and observe all of the terms, covenants and
      conditions of this Lease, but shall have no rights hereunder other than the
      right, to the extent given by applicable law, to continue its occupancy and
      use
      of the Leased Property until the tenancy is terminated. Nothing contained herein
      shall constitute the consent, express or implied, of Landlord to the holding
      over of Tenant after the expiration or earlier termination of this
      Lease.




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19.2  Surrender .
      Except
      for [i] Permitted Alterations; [ii] normal and reasonable wear
      and
      tear (subject to the obligation of Tenant to maintain the Leased Property in
      good order and repair during the Term); and [iii] damage and destruction
      not required to be repaired by Tenant, Tenant shall surrender and deliver up
      the
      Leased Property at the expiration or termination of the Term in as good order
      and condition as of the Commencement Date. The provisions of this §19.2 shall
      not apply in the event of the termination of the Lease upon the exercise by
      Tenant of the rights set forth in Article 13.




19.3  Indemnity .
      If
      Tenant fails to surrender the entire Leased Property or any part thereof upon
      the expiration or termination of this Lease in a timely manner and in accordance
      with the provisions of this Lease, in addition to any other liabilities to
      Landlord accruing therefrom, Tenant shall defend, indemnify and hold Landlord,
      its principals, officers, directors, agents, and employees harmless from loss
      or
      liability resulting from such failure, including, without limiting the
      generality of the foregoing, loss of rental with respect to any new lease in
      which the rental payable thereunder exceeds the Rent collected by Landlord
      pursuant to this Lease during Tenant’s holdover and any claims by any proposed
      new tenant founded on Tenant’s failure to surrender the Leased Property. The
      provisions of this Article 19 shall survive the expiration or termination
      of this Lease. The provisions of this §19.3 shall not apply in the event of the
      termination of this Lease upon the exercise by Tenant of the rights set forth
      in
      Article 13.




**ARTICLE
      20:**  **[RESERVED]**




**ARTICLE
      21:**  **QUIET
      ENJOYMENT, SUBORDINATION, ATTORNMENT AND ESTOPPEL
      CERTIFICATES**




21.1  Quiet
      Enjoyment .
      So long
      as Tenant performs all of its obligations under this Lease, Tenant’s possession
      of the Leased Property will not be disturbed by Landlord or any party claiming
      by, through or under Landlord.




21.2  Subordination .
      Subject
      to the terms and conditions of this section, this Lease and Tenant’s rights
      under this Lease are subordinate to any ground lease or underlying lease, first
      mortgage, first deed of trust, or other first lien against the Leased Property,
      together with any renewal, consolidation, extension, modification or replacement
      thereof, which now or at any subsequent time affects the Leased Property or
      any
      interest of Landlord in the Leased Property, except to the extent that any
      such
      instrument expressly provides that this Lease is superior. The foregoing
      subordination provision is expressly conditioned upon any lessor or mortgagee
      being obligated and bound to recognize Tenant as the tenant under this Lease,
      and such lessor or mortgagee shall have no right to disturb Tenant’s possession,
      use and occupancy of the Leased Property or Tenant’s enjoyment of its rights
      under this Lease unless and until an Event of Default occurs hereunder. Any
      foreclosure action or proceeding by any mortgagee with respect to the Leased
      Property shall not affect Tenant’s rights under this Lease and shall not
      terminate this Lease unless and until an Event of Default occurs hereunder.
      The
      foregoing provisions will be self-operative, and no further instrument will
      be
      required in order to effect them. However, Tenant shall execute, acknowledge
      and
      deliver to Landlord, at any time and from time to time upon demand by Landlord,
      such documents as may be requested by Landlord or any mortgagee or any holder
      of
      any mortgage or other instrument described in this section, to


**52**
 **EX-10.83.7
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 confirm
        or effect any such subordination, provided that any such document shall include
        a nondisturbance provision as set forth in this section satisfactory to Tenant.
        Any mortgagee of the Leased Property shall be deemed to be bound by the
        nondisturbance provision set forth in this section. If Tenant fails or refuses
        to execute, acknowledge, and deliver any such document within 20 days
        after
        written demand, Landlord may execute acknowledge and deliver any such document
        on behalf of Tenant as Tenant’s attorney-in-fact. Tenant hereby constitutes and
        irrevocably appoints Landlord, its successors and assigns, as Tenant’s
        attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant
        any
        documents described in this section. This power of attorney is coupled with
        an
        interest and is irrevocable.




21.3  Attornment .
      If any
      holder of any mortgage, indenture, deed of trust, or other similar instrument
      described in §21.2 succeeds to Landlord’s interest in the Leased Property,
      Tenant will pay to such holder all Rent subsequently payable under this Lease.
      Tenant shall, upon request of anyone succeeding to the interest of Landlord,
      automatically become the tenant of, and attorn to, such successor in interest
      without changing this Lease. The successor in interest will not be bound by
      [i] any payment of Rent for more than one month in advance unless actually
      received by such successor; [ii] any amendment or modification of this
      Lease thereafter made without its consent as provided in this Lease;
      [iii] any claim against Landlord arising prior to the date on which
      the
      successor succeeded to Landlord’s interest; or [iv] any claim or offset of
      Rent against Landlord. Upon request by Landlord or such successor in interest
      and without cost to Landlord or such successor in interest, Tenant will execute,
      acknowledge and deliver an instrument or instruments confirming the attornment.
      If Tenant fails or refuses to execute, acknowledge, and deliver any such
      instrument within 20 days after written demand, then Landlord or such
      successor in interest will be entitled to execute, acknowledge, and deliver
      any
      document on behalf of Tenant as Tenant’s attorney-in-fact. Tenant hereby
      constitutes and irrevocably appoints Landlord, its successors and assigns,
      as
      Tenant’s attorney-in-fact to execute, acknowledge, and deliver on behalf of
      Tenant any such document. This power of attorney is coupled with an interest
      and
      is irrevocable.




21.4  Estoppel
      Certificates .
      At the
      request of Landlord or any mortgagee or purchaser of the Leased Property, Tenant
      shall execute, acknowledge, and deliver an estoppel certificate, in recordable
      form, in favor of Landlord or any mortgagee or purchaser of the Leased Property
      certifying (to the extent true) the following: [i] that the Lease is
      unmodified and in full force and effect, or if there have been modifications
      that the same is in full force and effect as modified and stating the
      modifications; [ii] the date to which Rent and other charges have been
      paid; [iii] whether Tenant or Landlord is in default or whether there
      is
      any fact or condition known to Landlord or Tenant which, with notice or lapse
      of
      time, or both, would constitute a default, and specifying any existing default,
      if any; [iv] that Tenant has accepted and occupies the Leased Property;
      [v] that Tenant has no defenses, setoffs, deductions, credits, or
      counterclaims against Landlord, if that be the case, or specifying such that
      exist; and [vi] such other information as may reasonably be requested
      by
      Landlord or any mortgagee or purchaser. Any purchaser or mortgagee may rely
      on
      this estoppel certificate. If Tenant fails to deliver the estoppel certificates
      to Landlord within 10 days after the request of Landlord, then Tenant
      shall
      be deemed to have certified that [a] the Lease is in full force and
      effect
      and has not been modified, or that the Lease has been modified as set forth
      in
      the certificate delivered to Tenant; [b] Tenant has not prepaid any
      Rent or
      other charges except for the current month; [c] Tenant has accepted
      and
      occupies the Leased Property; [d] neither Tenant nor Landlord is in
      default
      nor is


**53**
 **EX-10.83.7
          Hunters Glen Lease**
 there
        any
        fact or condition which, with notice or lapse of time, or both, would constitute
        a default; and [e] Tenant has no defenses, setoffs, deductions, credits,
        or
        counterclaims against Landlord. Tenant hereby irrevocably appoints Landlord
        as
        Tenant’s attorney-in-fact to execute, acknowledge, and deliver on Tenant’s
        behalf any estoppel certificate to which Tenant does not object within
        10 days after Landlord sends the certificate to Tenant. This power
        of
        attorney is coupled with an interest and is irrevocable.




**ARTICLE
      22:**  **REPRESENTATIONS
      AND WARRANTIES**




Tenant
      and Guarantor, respectively as applicable, hereby makes the following
      representations and warranties, as of the Effective Date, to Landlord and
      acknowledge that Landlord is granting the Lease in reliance upon such
      representations and warranties. The following representations and warranties
      shall survive the Closing and, except to the extent made as of a specific date,
      shall continue in full force and effect until the Obligor Group Obligations
      have
      been performed in full.




22.1  Organization
      and Good Standing .
      Tenant
      is a corporation, duly organized, validly existing and in good standing under
      the laws of the State of Washington. Tenant is qualified to do business in
      and
      is in good standing under the laws of the Facility State.




22.2  Power
      and Authority .
      Tenant
      has the power and authority to execute, deliver and perform this Lease. Tenant
      has taken all requisite action necessary to authorize the execution, delivery
      and performance of its obligations under this Lease.




22.3  Enforceability .
      This
      Lease constitutes a legal, valid, and binding obligation of Tenant, enforceable
      in accordance with its terms, except as such enforceability may be limited
      by
      creditors rights laws and general principles of equity.




**22.4**  Government
      Authorizations .
      The
      Facility is in material compliance with all Legal Requirements. All Government
      Authorizations are in full force and effect where the failure to so maintain
      them would have a material adverse effect on the Facility. Except as otherwise
      noted in Exhibit G, Tenant or subtenant under the Interim Agreements
      holds
      all Government Authorizations necessary for the operation of the Facility in
      accordance with the Facility Uses. No prior notice to or approval from any
      licensure authority is required in connection with the Lease or the transfer
      of
      the fee interest in the Leased Property to Landlord other than those notices
      which have been given or approvals which have been obtained prior to the
      Commencement Date.




22.5  Financial
      Statements .
      Tenant
      has furnished Landlord with true, correct and complete copies of the Financial
      Statements described on Exhibit E. The Financial Statements fairly present
      the financial position of Tenant, Guarantor and the Facility, as applicable,
      as
      of the respective dates and the results of operations for the periods then
      ended
      in conformance with generally accepted accounting principles applied on a basis
      consistent with prior periods. The Financial Statements and other information
      furnished to Landlord are true, complete and correct and, as of the Effective
      Date, no material adverse change has occurred since the furnishing of such
      statements and information. As of the Effective Date, the Financial Statements
      and other information do not contain any untrue statement or omission of a
      material


**54**
 **EX-10.83.7
          Hunters Glen Lease**
 fact
        and
        are not misleading in any material respect. Tenant and Guarantor are solvent,
        and no bankruptcy, insolvency, or similar proceeding is pending or contemplated
        by or, to the knowledge of Tenant, against Tenant or
        Guarantor.




22.6  Condition
      of Facility .
      To the
      best of Tenant’s knowledge and except as otherwise disclosed in writing by
      Tenant to Landlord prior to the Effective Date, all of the mechanical and
      electrical systems, heating and air-conditioning systems, plumbing, water and
      sewer systems, and all other items of mechanical equipment or appliances are
      in
      good working order, condition and repair, are of sufficient size and capacity
      to
      service the Facility for the Facility Uses and conform with all applicable
      ordinances and regulations, and with all building, zoning, fire, safety, and
      other codes, laws and orders. The Improvements, including the roof and
      foundation, are structurally sound and free from leaks and other
      defects.




22.7  Compliance
      with Laws .
      To the
      best of Tenant’s knowledge, there is no violation of, or noncompliance with,
      [i] any laws, orders, rules or regulations, ordinances or codes of any
      kind
      or nature whatsoever relating to the Facility or the ownership or operation
      thereof (including, without limitation, building, fire, health, occupational
      safety and health, zoning and land use, planning and environmental laws, orders,
      rules and regulations); [ii] any covenants, conditions, restrictions
      or
      agreements affecting or relating to the ownership, use or occupancy of the
      Facility; or [iii] any order, writ, regulation or decree relating to
      any
      matter referred to in [i] or [ii] above.




22.8  No
      Litigation .
      As of
      the Effective Date and except as disclosed on Exhibit H, [i] there
      are
      no actions or suits, or any proceedings or investigations by any governmental
      agency or regulatory body pending against Tenant with respect to its operation
      at the Facility or against the Facility; [ii] no HIPDB adverse action
      reports have been issued to Tenant, Guarantor with respect to the operations
      at
      the Facility or to the Facility; [iii] Tenant has not received notice
      of
      any threatened actions, suits, proceedings or investigations against Tenant
      or
      with respect to its operations at the Facility or against the Facility at law
      or
      in equity, or before any governmental board, agency or authority which, if
      determined adversely to Tenant or Guarantor, would materially and adversely
      affect the Facility or title to the Facility (or any part thereof), the right
      to
      operate the Facility as presently operated, or the financial condition of Tenant
      or Guarantor; [iv] there are no unsatisfied or outstanding judgments
      against Tenant with respect to its operations at the Facility or against the
      Facility; [v] there is no labor dispute materially and adversely affecting
      the operation or business conducted by Tenant at the Facility; and
      [vi] Tenant does not have knowledge of any facts or circumstances which
      might reasonably form the basis for any such action, suit, or
      proceeding.




22.9  Consents .
      The
      execution, delivery and performance of this Lease will not require any consent,
      approval, authorization, order, or declaration of, or any filing or registration
      with, any court, any federal, state, or local governmental or regulatory
      authority, or any other person or entity, the absence of which would materially
      impair the ability of Tenant to operate the Facility for the Facility Uses
      except for the post-acquisition filing for licensure of the
      Facility.




22.10  No
      Violation .
      The
      execution, delivery and performance of this Lease [i] do not and will
      not
      conflict with, and do not and will not result in a breach of Tenant’s


**55**
 **EX-10.83.7
          Hunters Glen Lease**
 Organizational
        Documents; [ii] do not and will not conflict with, and do not and
        will not
        result in a breach of, and do not and will not constitute a default under
        (or an
        event which, with or without notice or lapse of time, or both, would constitute
        a default under), any of the terms, conditions or provisions of any agreement
        or
        other instrument or obligation to which Tenant is a party or by which its
        assets
        are bound; and [iii] do not and will not violate any order, writ,
        injunction, decree, statute, rule or regulation applicable to Tenant or the
        Facility.




22.11  Reports
      and Statements .
      All
      reports, statements, certificates and other data furnished by or on behalf
      of
      Tenant or Guarantor to Landlord in connection with this Lease, and all
      representations and warranties made herein or in any certificate or other
      instrument delivered in connection herewith and therewith, are true and correct
      in all material respects and do not omit to state any material fact or
      circumstance necessary to make the statements contained herein or therein,
      in
      light of the circumstances under which they are made, not misleading as of
      the
      date of such report, statement, certificate or other data. The copies of all
      agreements and instruments submitted to Landlord, including, without limitation,
      all agreements relating to management of the Facility and Tenant’s working
      capital are true, correct and complete copies in all material respects and
      include all material amendments and modifications of such
      agreements.




22.12  ERISA .
      All
      plans (as defined in §4021(a) of the Employee Retirement Income Security Act of
      1974, as amended or supplemented from time to time (“ERISA”)) for which Tenant
      is an “employer” or a “substantial employer” (as defined in §§3(5) and
      4001(a)(2) of ERISA, respectively) are in compliance with ERISA and the
      regulations and published interpretations thereunder. To the extent Tenant
      maintains a qualified defined benefit pension plan: [i] there exists
      no
      accumulated funding deficiency; [ii] no reportable event and no prohibited
      transaction has occurred; [iii] no lien has been filed or threatened
      to be
      filed by the Pension Benefit Guaranty Corporation established pursuant to
      Subtitle A of Title IV of ERISA; and [iv] Tenant has not
      been
      deemed to be a substantial employer.




22.13  Chief
      Executive Office .
      Tenant
      maintains its chief executive office and its books and records at Tenant’s
      address set forth in the introductory paragraph of this Lease. Tenant does
      not
      conduct any business or operations of the Facility other than at Tenant’s chief
      executive office and at the Facility.




22.14  Other
      Name or Entities .
      Except
      as disclosed herein, none of Tenant’s business is conducted through any
      subsidiary, unincorporated association or other entity and Tenant has not,
      within the six years preceding the date of this Lease [i] changed its
      name,
      [ii] used any name other than the name stated at the beginning of this
      Lease, or [iii] merged or consolidated with any corporation or other
      business.




22.15  Parties
      in Possession .
      Except
      as disclosed on Exhibit B and except for the parties to the Interim
      Agreements or the Leases and Contracts identified on Exhibit I, there
      are
      no parties in possession of any Leased Property or any portion thereof as
      managers, lessees, tenants at sufferance, or trespassers.




22.16  Access .
      Except
      as otherwise disclosed in writing by Tenant to Landlord prior to the Effective
      Date, access to the Land is directly from a dedicated public right-of-way
      without any easement. To the knowledge of Tenant, there is no fact or condition
      which would


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 **EX-10.83.7
          Hunters Glen Lease**
 result
        in
        the termination or reduction of the current access to and from the Land to
        such
        right-of-way.




22.17  Utilities .
      There
      are available at the Land gas, municipal water, and sanitary sewer lines, storm
      sewers, electrical and telephone services in operating condition which are
      adequate for the operation of the Facility at a reasonable cost. Except as
      otherwise disclosed in writing by Tenant to Landlord prior to the Effective
      Date, the Land has direct access to utility lines located in a dedicated public
      right-of-way without any easement. As of the Effective Date, there is no pending
      or, to the knowledge of Tenant, threatened governmental or third party
      proceeding which would impair or result in the termination of such utility
      availability.




22.18  Condemnation
      and Assessments .
      As of
      the Effective Date, Tenant has not received notice of, and there are no pending
      or, to the best of Tenant’s knowledge, threatened, condemnation, assessment
      (except as otherwise disclosed in writing by Tenant to Landlord prior to the
      Effective Date), or similar proceedings affecting or relating to the Facility,
      or any portion thereof, or any utilities, sewers, roadways or other public
      improvements serving the Facility.




22.19  Zoning .
      As of
      the Effective Date, except as disclosed on Exhibit G, [i] the
      use and
      operation of the Facility for the Facility Uses is a permitted use under the
      applicable zoning code; [ii] except as disclosed on Exhibit G
      hereto,
      no special use permits, conditional use permits, variances, or exceptions have
      been granted or are needed for such use of the Facility; [iii] the Land
      is
      not located in any special districts such as historical districts or overlay
      districts; and [iv] the Facility has been constructed in accordance
      with
      and complies with all zoning laws in effect at the time of its construction,
      including, but not limited to, dimensional, parking, setback, screening,
      landscaping, sign and curb cut requirements or the Facility obtained required
      waivers or variances from such requirements.




22.20  Environmental
      Matters .
      During
      the period of Tenant’s ownership or possession of the Leased Property and, to
      the best of Tenant’s knowledge after diligent inquiry, for the period prior to
      Tenant’s ownership or possession of the Leased Property, [i] the Leased
      Property is in compliance with all Environmental Laws; [ii] there were
      no
      releases or threatened releases of Hazardous Materials on, from, or under the
      Leased Property, except in compliance with all Environmental Laws; [iii] no
      Hazardous Materials have been, are or will be used, generated, stored, or
      disposed of at the Leased Property, except in compliance with all Environmental
      Laws; [iv] asbestos has not been and will not be used in the construction
      of any Improvements; [v] no permit is or has been required from the
      Environmental Protection Agency or any similar agency or department of any
      state
      or local government for the use or maintenance of any Improvements;
      [vi] underground storage tanks on or under the Land, if any, have been
      and
      currently are being operated in compliance with all applicable Environmental
      Laws; [vii] any closure, abandonment in place or removal of an underground
      storage tank on or from the Land was performed in compliance with applicable
      Environmental Laws and any such tank had no release contaminating the Leased
      Property or, if there had been a release, the release was remediated in
      compliance with applicable Environmental Laws to the satisfaction of regulatory
      authorities; [viii] no summons, citation or inquiry has been made by
      any
      such environmental unit, body or agency or a third party demanding any right
      of
      recovery for payment or reimbursement for costs incurred under CERCLA or any
      other Environmental Laws and the Land is not subject to the lien of any such
      agency; and [ix] to the best of Tenant’s knowledge, the


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 **EX-10.83.7
          Hunters Glen Lease**
 environmental
        assessment of the Facility (and all follow-up reports, supplements and
        amendments) that was delivered to Landlord by Tenant in connection with the
        closing of this Lease is true, complete and accurate. “Disposal” and “release”
        shall have the meanings set forth in CERCLA.




22.21  Leases
      and Contracts .
      As of
      the Effective Date and except as disclosed on Exhibit I, there are no
      leases or contracts (including, but not limited to, insurance contracts,
      maintenance contracts, construction contracts, employee benefit plans,
      employment contracts, equipment leases, security agreements, architect
      agreements, and management contracts) to which Tenant or Guarantor is a party
      relating to any part of the ownership, operation, possession, construction,
      management or administration of the Land or the Facility.




22.22  No
      Default .
      As of
      the Effective Date, [i] there is no existing Event of Default under
      this
      Lease; and [ii] no event has occurred which, with the giving of notice
      or
      the passage of time, or both, would constitute or result in such an Event of
      Default.




22.23  Tax
      Status .
      If
      Tenant is a limited liability company, it is taxable as a partnership under
      the
      Internal Revenue Code and all applicable facility state tax laws.




**ARTICLE
      23:**  **[RESERVED]** ****




**ARTICLE
      24:**  **SECURITY
      INTEREST**




24.1  Collateral .
      Tenant
      hereby grants to each Landlord and HCN (if not a Landlord) (individually and
      collectively called “Secured Party”) a security interest in the following
      described property located at, or arising out of or in connection with the
      use
      and operation of, the Leased Property, whether now owned or hereafter acquired
      by Tenant (the “Collateral”), to secure the payment and performance of the
      Obligor Group Obligations:




(a)  All
      machinery, furniture, equipment, trade fixtures, appliances, inventory and
      all
      other goods (as “equipment”, “inventory” and “goods” are defined for purposes of
      Article 9 (“Article 9”) of the Uniform Commercial Code as adopted in
      Montana) and any leasehold interest of Tenant in any of the foregoing,
      including, without limitation, those items which are to become fixtures or
      which
      are building supplies and materials to be incorporated into any improvement
      or
      fixture.




(b)  All
      accounts, contract rights, general intangibles, instruments, documents, and
      chattel paper [as “accounts”, “contract rights”, “general intangibles”,
“instruments”, “documents” and “chattel paper” are defined for purposes of
      Article 9] now or hereafter arising.




(c)  All
      franchises, permits, licenses, operating rights, certifications, approvals,
      consents, authorizations and other general intangibles, including, without
      limitation, certificates of need, state health care facility licenses, and
      Medicare and Medicaid provider agreements, to the extent permitted by
      law.




(d)  Unless
      expressly prohibited by the terms thereof, all contracts, agreements, contract
      rights and materials relating to the design, construction, operation or


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 **EX-10.83.7
          Hunters Glen Lease**
 management
        of any improvements, including, but not limited to, plans, specifications,
        drawings, blueprints, models, mock-ups, brochures, flyers, advertising and
        promotional materials and mailing lists.




(e)  All
      subleases, occupancy agreements, license agreements and concession agreements,
      written or unwritten, of any nature, now or hereafter entered into, and all
      right, title and interest of Tenant thereunder, and including, without
      limitation, Tenant’s right, if any, to cash or securities deposited thereunder
      whether or not the same was deposited to secure performance by the subtenants,
      occupants, licensees and concessionaires of their obligations thereunder,
      including the right to receive and collect the rents, revenues, and other
      charges thereunder.




(f)  All
      ledger sheets, files, records, computer programs, tapes, other electronic data
      processing materials, and other documentation.




(g)  The
      products and proceeds of the preceding listed property, including, without
      limitation, cash and non-cash proceeds, proceeds of proceeds, and insurance
      proceeds.




24.2  Additional
      Documents .
      At the
      request of Landlord, Tenant shall execute additional security agreements,
      financing statements, and such other documents as may be requested by Landlord
      to maintain and perfect such security interest in the Collateral. Tenant hereby
      irrevocably appoints Landlord, its successors and assigns, as Tenant’s
      attorney-in-fact to execute, acknowledge, deliver and file such documents on
      behalf of Tenant. This power of attorney is coupled with an interest and is
      irrevocable. Tenant authorizes Landlord to file financing statements describing
      the Collateral to perfect and maintain the security interest granted hereunder
      without the signature or any further authorization of Tenant.




24.3  Notice
      of Sale .
      With
      respect to any sale or other disposition of any of the Collateral after the
      occurrence of an Event of Default, Landlord, Tenant agrees that the giving
      of
      five days’ notice by Landlord, sent by overnight delivery, postage prepaid, to
      Tenant’s notice address designating the time and place of any public sale or the
      time after which any private sale or other intended disposition of such
      Collateral is to be made, shall be deemed to be reasonable notice thereof and
      Tenant waives any other notice with respect thereto.




24.4  Recharacterization .
      Landlord and Tenant intend this Lease to be a true lease. However, if despite
      the parties’ intent, it is determined or adjudged by a court for any reason that
      this Lease is not a true lease or if this Lease is recharacterized as a
      financing arrangement, then this Lease shall be considered a secured financing
      agreement and Landlord’s title to the Leased Property shall constitute a
      perfected first priority lien in Landlord’s favor on the Leased Property to
      secure the payment and performance of all the Obligor Group
      Obligations.




24.5  Subordination Landlord
      acknowledges and agrees that the liens and rights granted to Landlord under
      this
      Article 24 are and shall be subordinate to any liens and rights granted
      by
      Tenant in favor of Lender with respect to the Collateral.




**59**
 **EX-10.83.7
          Hunters Glen Lease**


**ARTICLE
      25:**  **MISCELLANEOUS**




25.1  Notices .
      Landlord and Tenant hereby agree that all notices, demands, requests, and
      consents (hereinafter “notices”) required to be given pursuant to the terms of
      this Lease shall be in writing, shall be addressed to the addresses set forth
      in
      the introductory paragraph of this Lease, and shall be served by
      [i] personal delivery; [ii] certified mail, return receipt requested,
      postage prepaid; or [iii] nationally recognized overnight courier.
      Notwithstanding the foregoing, any notice received by Landlord from Lender
      may
      be sent to Tenant, Attn: Director of Real Estate Finance, by facsimile at
      206/301-4500 and deemed sent upon receipt of successful transmission.
      Notwithstanding the foregoing, any notice received by Tenant from Lender may
      be
      sent to Landlord, Attn: Erin C. Ibele, by facsimile at 419/247-2826
      and
      deemed sent upon receipt of successful transmission. All notices shall be deemed
      to be given upon the earlier of actual receipt or three Business Days after
      mailing, or one Business Day after deposit with the overnight courier. Any
      notices meeting the requirements of this section shall be effective, regardless
      of whether or not actually received. Landlord or Tenant may change its notice
      address at any time by giving the other party notice of such
      change.




25.2  Advertisement
      of Leased Property .
      In the
      event Tenant fails to exercise its option to renew within the time period set
      forth in §12.1 or in the event, the parties hereto have not executed a renewal
      Lease within 80 days prior to the expiration of the Initial Term, or
      Tenant
      has not exercised its Right of First Opportunity, then Landlord or its agent
      shall have the right to enter the Leased Property at all reasonable times for
      the purpose of exhibiting the Leased Property to others and to place upon the
      Leased Property for and during the period commencing 80 days prior to
      the
      expiration of this Lease, “for sale” or “for rent” notices or
      signs.




25.3  Entire
      Agreement .
      This
      Lease contains the entire agreement between Landlord and Tenant with respect
      to
      the subject matter hereof. No representations, warranties, and agreements have
      been made by Landlord except as set forth in this Lease. No oral agreements
      or
      understandings between Landlord and Tenant shall survive execution of this
      Lease.




25.4  Severability .
      If any
      term or provision of this Lease is held or deemed by Landlord to be invalid
      or
      unenforceable, such holding shall not affect the remainder of this Lease and
      the
      same shall remain in full force and effect, unless such holding substantially
      deprives Tenant of the use of the Leased Property or Landlord of the rents
      herein reserved, in which event this Lease shall forthwith terminate as if
      by
      expiration of the Term.




25.5  Captions
      and Headings .
      The
      captions and headings are inserted only as a matter of convenience and for
      reference and in no way define, limit or describe the scope of this Lease or
      the
      intent of any provision hereof.




25.6  Governing
      Law .
      This
      Lease shall be governed by and construed in accordance with the laws of the
      State of Montana, except as to matters under applicable procedural conflicts
      of
      laws rules which require the application of laws of another state, in which
      case
      the laws or conflicts of laws rules, as the case may be, of such state shall
      govern to the extent required.




**60**
 **EX-10.83.7
          Hunters Glen Lease**


25.7  Memorandum
      of Lease .
      Tenant
      shall not record this Lease. Tenant shall, however, record a memorandum of
      lease
      approved by Landlord upon Landlord’s request.




25.8  Waiver .
      No
      waiver by Landlord of any condition or covenant herein contained, or of any
      breach of any such condition or covenant, shall be held or taken to be a waiver
      of any subsequent breach of such covenant or condition, or to permit or excuse
      its continuance or any future breach thereof or of any condition or covenant,
      nor shall the acceptance of Rent by Landlord at any time when Tenant is in
      default in the performance or observance of any condition or covenant herein
      be
      construed as a waiver of such default, or of Landlord’s right to terminate this
      Lease or exercise any other remedy granted herein on account of such existing
      default.




25.9  Binding
      Effect .
      This
      Lease will be binding upon and inure to the benefit of the heirs, successors,
      personal representatives, and permitted assigns of Landlord and
      Tenant.




25.10  No
      Offer .
      Landlord’s submission of this Lease to Tenant is not an offer to lease the
      Leased Property, or an agreement by Landlord to reserve the Leased Property
      for
      Tenant. Landlord will not be bound to Tenant until Tenant has duly executed
      and
      delivered duplicate original leases to Landlord, and Landlord has duly executed
      and delivered one of these duplicate original leases to Tenant.




25.11  Modification .
      This
      Lease may only be modified by a writing signed by both Landlord and Tenant.
      All
      references to this Lease, whether in this Lease or in any other document or
      instrument, shall be deemed to incorporate all amendments, modifications and
      renewals of this Lease, made after the date hereof. If Tenant requests
      Landlord’s consent to any change in ownership, merger or consolidation of
      Tenant, any assumption of the Lease, or any modification of the Lease, Tenant
      shall provide Landlord all relevant information and documents sufficient to
      enable Landlord to evaluate the request. In connection with any such request,
      Tenant shall pay to Landlord a fee in the amount equal to the lesser of
      $2,500.00 and Landlord’s actual reasonable attorney’s fees and expenses and
      other reasonable out-of-pocket expenses incurred in connection with Landlord’s
      evaluation of Tenant’s request, the preparation of any documents and amendments,
      the subsequent amendment of any documents between Landlord and its collateral
      pool lenders (if applicable), and all related matters.




25.12  Landlord’s
      Modification .
      Tenant
      acknowledges that, provided Lender consents or the Lender has been paid in
      full,
      Landlord may mortgage the Leased Property or use the Leased Property as
      collateral for collateralized mortgage obligations or Real Estate Mortgage
      Investment Companies (REMICS). If any mortgage lender of Landlord desires any
      modification of this Lease, Tenant agrees to consider such modification in
      good
      faith and to execute an amendment of this Lease if Tenant finds such
      modification acceptable. Landlord shall not do anything in connection with
      its
      financing of the Leased Property which would limit the rights granted Tenant
      hereunder.




25.13  No
      Merger .
      The
      surrender of this Lease by Tenant or the cancellation of this Lease by agreement
      of Tenant and Landlord or the termination of this Lease on account of Tenant’s
      default will not work a merger, and will, at Landlord’s option, terminate any
      subleases


**61**
 **EX-10.83.7
          Hunters Glen Lease**
 or
        operate as an assignment to Landlord of any subleases. Landlord’s option under
        this paragraph will be exercised by notice to Tenant and all known subtenants
        of
        the Leased Property.




25.14  Laches .
      No
      delay or omission by either party hereto to exercise any right or power accruing
      upon any noncompliance or default by the other party with respect to any of
      the
      terms hereof shall impair any such right or power or be construed to be a waiver
      thereof.




25.15  Limitation
      on Tenant’s Recourse .
      Tenant’s sole recourse against Landlord, and any successor to the interest of
      Landlord in the Leased Property, is to the interest of Landlord, and any such
      successor, in the Leased Property. Tenant will not have any right to satisfy
      any
      judgment which it may have against Landlord, or any such successor, from any
      other assets of Landlord, or any such successor. In this section, the terms
      “Landlord” and “successor” include the shareholders, venturers, and partners of
“Landlord” and “successor” and the officers, directors, and employees of the
      same. The provisions of this section are not intended to limit Tenant’s right to
      seek injunctive relief or specific performance.




25.16  Construction
      of Lease .
      This
      Lease has been prepared by Landlord and its professional advisors and reviewed
      by Tenant and its professional advisors. Landlord, Tenant, and their advisors
      believe that this Lease is the product of all their efforts, that it expresses
      their agreement, and agree that it shall not be interpreted in favor of either
      Landlord or Tenant or against either Landlord or Tenant merely because of their
      efforts in preparing it.




25.17  Counterparts .
      This
      Lease may be executed in multiple counterparts, each of which shall be deemed
      an
      original hereof.




25.18  Landlord’s
      Consent .
      Whenever Landlord’s consent is required under this Lease, such consent shall be
      in writing and shall not be unreasonably withheld or delayed.




25.19  Custody
      of Escrow Funds .
      Any
      funds paid to Landlord in escrow hereunder may be held by Landlord or, at
      Landlord’s election, by a financial institution, the deposits or accounts of
      which are insured or guaranteed by a federal or state agency. The funds shall
      not be deemed to be held in trust, may be commingled with the general funds
      of
      Landlord or such other institution, and shall not bear interest.




25.20  Landlord’s
      Status as a REIT .
      Tenant
      acknowledges that Landlord (or a Landlord Affiliate) has elected and may
      hereafter elect to be taxed as a real estate investment trust (“REIT”) under the
      Internal Revenue Code.




25.21  Exhibits .
      All of
      the exhibits referenced in this Lease are attached hereto and incorporated
      herein.




25.22  WAIVER
      OF JURY TRIAL .
      LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ON ALL MATTERS ARISING
      OUT
      OF THIS LEASE OR THE USE AND OCCUPANCY OF THE LEASED PROPERTY (EXCEPT CLAIMS
      FOR
      PERSONAL INJURY OR PROPERTY DAMAGE). IF LANDLORD COMMENCES ANY SUMMARY
      PROCEEDING FOR NONPAYMENT OF RENT,


**62**
 **EX-10.83.7
          Hunters Glen Lease**
 TENANT
        WILL NOT INTERPOSE, AND WAIVES THE RIGHT TO INTERPOSE, ANY COUNTERCLAIM IN
        ANY
        SUCH PROCEEDING.




25.23  CONSENT
      TO JURISDICTION .
      TENANT
      HEREBY IRREVOCABLY SUBMITS AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND
      VENUE OF ANY STATE OR FEDERAL COURT HAVING JURISDICTION OVER LUCAS COUNTY,
      OHIO
      OR THE COUNTY IN WHICH THE FACILITY IS LOCATED FOR ANY ACTION OR PROCEEDING
      TO
      ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO [I] THE COMMITMENT;
      [II] THIS LEASE; OR [III] ANY DOCUMENT EXECUTED BY TENANT IN
      CONNECTION WITH THIS LEASE. TENANT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT TENANT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO
      THE
      MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. TENANT AGREES THAT A FINAL
      JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
      ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER
      MANNER PROVIDED BY LAW.




TENANT
      AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST LANDLORD OR
      ANY
      DIRECTOR, OFFICER, EMPLOYEE, AGENT OR PROPERTY OF LANDLORD, CONCERNING ANY
      MATTER ARISING OUT OF OR RELATING TO THE COMMITMENT, THIS LEASE OR ANY RELATED
      DOCUMENT IN ANY COURT OTHER THAN A STATE OR FEDERAL COURT HAVING JURISDICTION
      OVER LUCAS COUNTY, OHIO UNLESS SUCH COURT LACKS IN PERSONAM OR SUBJECT MATTER
      JURISDICTION IN WHICH CASE TENANT SHALL HAVE THE RIGHT TO INSTITUTE SUCH ACTION
      OR PROCEEDING BEFORE ANY COURT HAVING SUCH JURISDICTION.




TENANT
      HEREBY CONSENTS TO SERVICE OF PROCESS BY LANDLORD IN ANY MANNER AND IN ANY
      JURISDICTION PERMITTED BY LAW. NOTHING HEREIN SHALL AFFECT OR IMPAIR LANDLORD’S
      RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW, OR LANDLORD’S RIGHT
      TO BRING ANY ACTION OR PROCEEDING AGAINST TENANT OR THE PROPERTY OF TENANT
      IN
      THE COURTS OF ANY OTHER JURISDICTION.




25.24  Attorney’s
      Fees and Expenses .
      Tenant
      shall pay to Landlord all reasonable costs and expenses incurred by Landlord
      in
      administering this Lease and the security for this Lease, enforcing or
      preserving Landlord’s rights under this Lease and the security for this Lease,
      and in all matters of collection, whether or not an Event of Default has
      actually occurred or has been declared and thereafter cured, including, but
      not
      limited to, [a] reasonable attorney’s and paralegal’s fees and
      disbursements; [b] the fees and expenses of any litigation, administrative,
      bankruptcy, insolvency, receivership and any other similar proceeding;
      [c] court costs; [d] the expenses of Landlord, its employees,
      agents,
      attorneys and witnesses in preparing for litigation, administrative, bankruptcy,
      insolvency and other proceedings and for lodging, travel, and attendance at
      meetings, hearings, depositions, and trials; and [e] consulting and
      witness
      fees and expenses incurred by Landlord in connection with any litigation or
      other proceeding; provided, however, Landlord’s internal bookkeeping and routine
      lease servicing costs are not payable by Tenant.




**63**
 **EX-10.83.7
          Hunters Glen Lease**


25.25  Survival .
      The
      following provisions shall survive termination of the Lease: Article 8
      (Defaults and Remedies); Article 9 (Damage and Destruction);
      Article 10 (Condemnation); §15.9 (Transfer of License and Facility
      Operations); §15.10 (Bed Operating Rights); §18.2 (Assignment or Sublease);
      Article 19 (Holdover and Surrender); Article 24 (Security Interest)
      and §25.25 (Survival).




25.26  Time .
      Time is
      of the essence in the performance of this Lease.




**[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**







**64**
 **EX-10.83.7
          Hunters Glen Lease**


IN
      WITNESS WHEREOF, the parties hereto have executed this Lease or caused the
      same
      to be executed by their respective duly authorized officers as of the date
      first
      set forth above.




Signed
                and acknowledged in the presence of:
              
              
              
              
              
              Signature   
                /s/Rita
                J. Rogge________________________________
              
              Print
                Name___Rita J. Rogge________________________________
              
              
              
              Signature_____/s/
                Kathleen A. Sullivan____________________
              
              Print
                Name_____Kathleen A. Sullivan_________________
            **HCRI HUNTERS
                GLEN PROPERTIES, LLC**
              
              By:Health
                Care REIT, Inc.
              Its:Sole
                Member
              
              By:___/s/
                Michael A.
                Crabtree________________________________
              
              Title:___Treasurer_________________________Signature______/s/
                Leah Sweet________________
              
              Print
                Name_____Leah Sweet______________________
              
              
              
              Signature___/s/
                B Peterson_____________________
              
              Print
                Name___Bonnie
                Peterson________________________
            **EMERITUS
                CORPORATION**
              
              By:____/s/
                William M. Shorten________________
              
              Title:__Director
                of Real Estate Finance_____________________
              
              Tax
                I.D. No.: 91-1605464








STATE
                OF OHIO)
              )
                SS:
              COUNTY
                OF LUCAS)
              
              The
                foregoing instrument was acknowledged before me this ___ day
                of
                September, 2005 by _________________________, the
                _________________________ of Health Care REIT, Inc., a Delaware
                corporation, the sole member of HCRI Hunters Glen Properties,
                LLC, a
                Delaware limited liability company, on behalf of the company.
              ___________________________________________________
              Notary
                Public
              
              My
                Commission Expires:__________________________________[SEAL]


S-1
 **EX-10.83.7
          Hunters Glen Lease**





STATE
                OF WASHINGTON)
              )
                SS:
              COUNTY
                OF KING)
              
              The
                foregoing instrument was acknowledged before me this ___ day
                of
                September, 2005 by _________________________, the
                _________________________ of Emeritus Corporation, a Washington
                corporation, on behalf of the corporation.
              _________________________________________________
              Notary
                Public
              
              My
                Commission Expires:____________________________________________[SEAL]








**THIS
      INSTRUMENT PREPARED BY:**





**Oksana M.
      Ludd, Esq.**


**Shumaker,
      Loop & Kendrick, LLP**


**1000 Jackson
      Street**


**Toledo,
      Ohio 43624-1573**





S-2
 **EX-10.83.7
          Hunters Glen Lease**


**ADDENDUM
      TO LEASE AGREEMENT**








This
      Addendum to Lease Agreement (“Addendum”) is hereby made a part of the Lease
      Agreement entered into as of September 1, 2005 by and between HCRI Hunters
      Glen Properties, LLC, a Delaware limited liability company (“Landlord”), and
      Emeritus Corporation, a Washington corporation (“Tenant”). Health Care REIT,
      Inc., a Delaware corporation (“HCN”), joins in this Addendum for the sole
      purpose of consenting to the terms and provisions of §§1 and 2 hereof. Unless
      otherwise noted or defined, capitalized terms shall have the meaning set forth
      in the Lease.




**RECITALS:**




A.  Under
      the
      terms of the Loan Documents, the purchase of the Land by Landlord and the
      assumption of the Loan by Landlord, is subject to the prior consent of Fannie
      Mae (“Fannie Mae”) as the current holder of that certain Multifamily Note (the
“Note”), dated as of April 15, 2003, in the original principal amount of
      $7,000,000.00 made by MM Assisted L.L.C. to Lender.




B.  Fannie
      Mae has agreed to consent provided Landlord, Tenant and Fannie Mae enter into
      a
      certain Subordination Agreement.




C.  The
      Subordination Agreement does not contain certain nondisturbance provisions
      as
      requested by Tenant. Tenant agrees to proceed with this transaction and sign
      the
      Subordination Agreement pursuant to the terms required by Fannie Mae, provided
      the parties hereto enter into this Addendum.




In
      consideration of the foregoing and the mutual covenants and promises set forth
      in this Addendum and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:




1.  Loan
      Breach .
      Landlord and HCN agree to promptly and timely provide Tenant with a copy of
      any
      written notice received by either from Fannie Mae regarding any breach of the
      terms of, default or an event which with the passage of time would result in
      an
      Event of Default under the Loan Documents (“Loan Breach”) that has not yet
      become an “Event of Default”, as such term is defined in the Subordination
      Agreement (hereinafter referred to as a “Loan Event of Default”). Upon receipt
      of the same, Tenant shall have the right, but not the obligation, to cure any
      Loan Breach, with such right to include the right to make any payment of any
      amount of principal and interest or otherwise as necessary to effect such cure
      directly to Fannie Mae or its designee. Tenant shall provide Landlord with
      written notice and reasonable evidence of the cure of the Loan Breach and the
      amount paid by Tenant to cure such Loan Breach, and thereupon to the extent
      that
      any funds expended by Tenant for such cure are not amounts that Tenant is
      otherwise obligated to pay in the due course of and pursuant to the terms of
      the
      Lease, Tenant shall be entitled to a setoff or credit of any such amount paid
      by
      Tenant to Fannie Mae to cure any such Loan Breach against Base Rent or any
      other
      sum due and owing to (i) Landlord under the Lease; (ii) HCN under
      either Master Lease, as hereinafter defined; and/or (iii) to HCN or
      HCRI Wilburn Gardens Properties, LLC under that certain Lease Agreement
      dated March 31, 2005, by and between HCRI Wilburn Gardens Properties,
      LLC, a subsidiary of HCN, and Tenant




**EX-10.83.7
          Hunters Glen Lease**


(the
      “Wilburn Gardens Lease”). “Master Lease” shall mean the Amended and Restated
      Master Lease Agreement dated September 30, 2003, by and between HCN
      and
      certain HCN affiliates and Tenant and/or the Master Lease Agreement dated
      September 30, 2004 by and between HCN and certain HCN affiliates and
      Tenant. Landlord and HCN agree and acknowledge that the foregoing right of
      setoff and credit is granted to the Tenant notwithstanding any prohibitions,
      if
      any, on setoff or credit under the Master Lease, and to the extent that the
      Master Lease has a term or condition prohibiting a Tenant setoff or credit
      against sums due and owing Landlord, Landlord Affiliate or HCN hereunder, such
      term is hereby amended and the foregoing (and set forth below) Tenant right
      to
      setoff and credit is incorporated therein, solely for the limited purposes
      of
      the exercise of such right as set forth in this Addendum at §§1 and 2
      hereof.




2.  Setoff
      for Loan Event of Default .
      If (a)
      a court of competent jurisdiction determines or (b) the parties hereto mutually
      agree, that a Loan Event of Default has occurred and as a result of such Loan
      Event of Default the Lender exercises any of its rights and remedies under
      the
      Subordination Agreement or otherwise, directly against the Tenant or the UCC
      Collateral (as such term is defined in the Subordination Agreement), then Tenant
      shall have a right of setoff for or credit of Allowable Damages, as hereinafter
      defined, against Base Rent or any other sums due and owing to Landlord under
      the
      Lease, HCN under either Master Lease, and/or HCN or HCRI Wilburn Gardens
      Properties, LLC under the Wilburn Gardens Lease, as any of the same now exist,
      are amended or come
      into being. For purposes of this paragraph, if the Loan Event of Default arises
      solely as a result of a Landlord Event of Default under the Loan, then
“Allowable Damages” shall mean (i) actual reasonable out of pocket expenses
      arising solely as a result of the termination of the Lease by Fannie Mae;
      (ii) the present value of the leasehold interest of Tenant in the Lease
      as
      of the date of the termination of the Lease by Fannie Mae and any unamortized
      lease acquisition or leasehold improvement costs; (iii) to the extent
      that
      Lender has exercised its right to collect payments of rent from residents at
      the
      Facility, the value of resident deposits and UCC Collateral owned by Tenant;
      and
      (iv) any
      payments made by Tenant in excess of amounts due under the Lease. For purposes
      of this paragraph, if the Loan Event of Default arises solely as a result of
      a
      Tenant Event of Default under the Loan, then “Allowable Damages” shall mean any
      damages, losses, costs or expenses of Tenant that are the result of the
      assessment of any amounts of principal, interest or default interest under
      the
      Note against the Tenant or the UCC Collateral .




**[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**




2
 **EX-10.83.7
          Hunters Glen Lease**


IN
      WITNESS WHEREOF, the parties have executed this Addendum as of the date first
      above written.




**HCRI HUNTERS
                GLEN PROPERTIES, LLC**
              
              By:Health
                Care REIT, Inc., its sole member
              
              By:__________________________________________(Seal)
              Name:_________________________________________
              Title:__________________________________________
              Date:__________________________________________**HEALTH
                CARE REIT, INC.**
              
              By:___________________________________________(Seal)
              Name:_________________________________________
              Title:__________________________________________
              Date:__________________________________________**EMERITUS
                CORPORATION**
              
              By:___________________________________________(Seal)
              Name:_________________________________________
              Title:__________________________________________
              Date:__________________________________________















3
 **EX-10.83.7
          Hunters Glen Lease**


**SCHEDULE 1:
      INITIAL RENT SCHEDULE**




**EMERITUS
                CORPORATION - MISSOULA, MT**
            FINAL**HEALTH
                CARE REIT, INC.****INITIAL
                TERM DATE**
            09/01/05**INITIAL
                TERM**
            15
            Yrs**INITIAL
                TERM EXPIRATION DATE**
            08/31/20**INITIAL
                INVESTMENT AMOUNT**
            8,040,000**RATE
                OF RETURN**
            **N/A****(365/360 BASIS)**
            **N/A****INITIAL
                RATE OF RETURN**
            **8.60%****INCREASER**
            **As
                defined within the Lease Agreement*****LEASE
                YEAR***
            ***DATES***
            ***ACTUAL
                CPI***
            ***INCREASER
                (BP)***
            ***BEGINNING
                RENT RATE OF RETURN (ROUNDED)***
            ***PERCENTAGE
                RATE SHORTFALL***
            ***ADJUSTED
                RENT RATE OF RETURN (ROUNDED)***
            ***MONTHLY
                RENT AMOUNT***
            ***ANNUAL
                RENT AMOUNT******FROM***
            ***TO***1
            09/01/05
            08/31/06
            Unknown
            N/A
            8.60%
            N/A
            N/A
            57,620.00
            691,440.002
            09/01/06
            08/31/07
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.003
            09/01/07
            08/31/08
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.004
            09/01/08
            08/31/09
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.005
            09/01/09
            08/31/10
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.006
            09/01/10
            08/31/11
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.007
            09/01/11
            08/31/12
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.008
            09/01/12
            08/31/13
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.009
            09/01/13
            08/31/14
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.0010
            09/01/14
            08/31/15
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.0011
            09/01/15
            08/31/16
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.0012
            09/01/16
            08/31/17
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.00


**EX-10.83.7
          Hunters Glen Lease**





13
            09/01/17
            08/31/18
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.0014
            09/01/18
            08/31/19
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.0015
            09/01/19
            08/31/20
            Unknown
            Unknown
            8.60%
            Unknown
            Unknown
            57,620.00
            691,440.00

















2
 **EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT A:
      LEGAL DESCRIPTION**




Facility
      Name: Hunters Glen


Parcel I:




Tract 2A
      of Certificate of Survey No. 4700 located in the SE1⁄4SE1⁄4 of Section 7
      and the NE1⁄4NE1⁄4 of Section 18, Township 13 North, Range 19 West,
      P.M.M., Missoula County, Montana.




Parcel II:




Easement
      as provided in Grant of Reciprocal Easement and Joint Use and Maintenance
      Agreement as recorded in Book 605 of Micro Records at page 540,
      of
      Missoula County, affecting the following described property:




A
      tract
      of land being a portion of Tract 2A of Certificate of Survey No. 4700,
      on file in Missoula County, Montana, and also a portion of Tract 2 of
      Certificate of Survey No. 4589, on file in Missoula County, Montana,
      located in the SE1⁄4SE1⁄4 of Section 7, and the NE1⁄4NE1⁄4 of Section 18,
      Township 13 North, Range 19 West, P.M.M., more particularly described
      as follows:




Beginning
      at the Southeast corner of said Tract 2A; thence S 89 degrees
      39 minutes 21 seconds W., 14.21 feet along the southerly
      line of
      said Tract 2A to the beginning of a non-tangent curve concave northwesterly
      and having a radius of 20.00 feet, a radial line thereto bears N
      69 degrees 59 minutes 46 seconds W., thence northeasterly
      along
      said non-tangent curve through a central angle of 20 degrees
      00 minutes 14 seconds, an arc length of 6.98 feet; thence
      N
      00 degrees 00 minutes 00 seconds W., 29.27 feet
      to the
      beginning of a curve concave southwesterly and having a radius of
      237.00 feet; thence northwesterly along last said curve through a central
      angle of 24 degrees 21 minutes 09 seconds, an arc length
      of
      100.73 feet to the beginning of a reverse curve concave northeasterly
      and
      having a radius of 153.00 feet, a radial line thereto bears N
      65 degrees 38 minutes 51 seconds E., thence northwesterly
      along
      said reverse curve through a central angle of 24 degrees 21 minutes
      09 seconds, an arc length of 65.03 feet; thence N 00 degrees
      00 minutes 00 seconds W., 458.33 feet to the beginning
      of a
      non-tangent curve concave southwesterly and having a radius of 70.00 feet,
      a radial line thereto bears S 45 degrees 36 minutes 43 seconds
      W., thence southeasterly along last said non-tangent curve through a central
      angle of 12 degrees 10 minutes 10 seconds, an arc length
      of
      14.87 feet to the beginning of a reverse curve concave northeasterly
      and
      having a radius of 18.50 feet, a radial line thereto bears N
      57 degrees 46 minutes 53 seconds E., thence southeasterly
      along
      last said reverse curve through a central angle of 57 degrees
      46 minutes 53 seconds, an arc length of 18.66 feet; thence
      N
      90 degrees 00 minutes 00 seconds E, 1.15 feet;
      thence S
      00 degrees 00 minutes 00 seconds E, 438.05 feet
      to the
      beginning of a curve concave northeasterly and having a radius of
      127.00 feet; thence southeasterly along last said curve through a central
      angle of 24 degrees 21 minutes 09 seconds, an arc length
      of
      53.98 feet to the beginning of a reverse curve concave southwesterly
      and
      having a radius of 263.00 feet, a radial line thereto bears S
      65 degrees 38 minutes 51 seconds W, thence southeasterly
      along
      last said reverse curve through a central angle of 24 degrees
      21 minutes 09 seconds, an arc length of 111.78 feet; thence
      S
      00 degrees 00 minutes 00 seconds E, 29.27 feet
      to the
      beginning of a curve concave northeasterly and having a radius of
      20.00 feet;


**EX-10.83.7
          Hunters Glen Lease**


thence
      southeasterly along last said curve through central angle of 19 degrees
      29 minutes 08 seconds, an arc length of 6.80 feet to a
      non-tangent point on the southerly line of said Tract 2, a radial line thereto
      bears N 70 degrees 30 minutes 52 seconds E, thence S
      89 degrees 39 minutes 21 seconds W, 14.15 feet
      along last
      said southerly line to the point of beginning.




Said
      Easement also being known and described as follows:




Easement
      as provided in Grant of Reciprocal Easement and Joint Use Maintenance Agreement
      as recorded in Book 605 of Micro Records at page 540, of Missoula
      County, affecting the following described property:




A
      tract
      of land being a portion of Tract 2A of Certificate of Survey No. 4700,
      on file in Missoula County, Montana, and also a portion of Tract 2 of
      Certificate of Survey No. 4589, on file in Missoula County, Montana
      located
      in the SE 1⁄4 SE 1⁄4 of Section 7, and the NE 1⁄4 NE 1⁄4 of
      Section 18, Township 13 North, Range 19 West, P.M.M.,
      more
      particularly described as follows:




Beginning
      at the Southeast corner of said Tract 2A; thence S 89 degrees
      39 minutes 21 seconds W., 14.21 feet along the Southerly
      line of
      said Tract 2A to the beginning of a non-tangent curve concave Northwesterly
      and having a radius of 20.00 feet, a radial line thereto bears S
      69 degrees 59 minutes 46 seconds E.; thence Northeasterly
      along
      said non-tangent curve through a central angle of 20 degrees
      00 minutes 14 seconds, an arc length of 6.98 feet; thence
      N
      00 degrees 00 minutes 00 seconds W., 29.27 feet
      to the
      beginning of a curve concave Southwesterly and having a radius of
      237.00 feet; thence Northwesterly along said last curve through a central
      angle of 24 degrees 21 minutes 09 seconds, an arc length
      of
      100.73 feet to the beginning of a reverse curve concave Northeasterly
      and
      having a radius of 153.00 feet, a radial line thereto bears S
      65 degrees 38 minutes 51 seconds W.; thence Northwesterly
      along
      said reverse curve through a central angle of 24 degrees 21 minutes
      09 minutes, an arc length of 65.03 feet; thence N 00 degrees
      00 minutes 00 seconds W., 458.33 feet to the beginning
      of a
      non-tangent curve concave southwesterly and having a radius of 70.00 feet,
      a radial line thereto bears N 45 degrees 36 minutes 43 seconds
      E.; thence Southeasterly along said last non-tangent curve through a central
      angle of 12 degrees 10 minutes 10 seconds, an arc length
      of
      14.87 feet to the beginning of a reverse curve concave Northeasterly
      and
      having a radius of 18.50 feet, a radial line thereto bears S
      57 degrees 46 minutes 53 seconds W.; thence Southeasterly
      along
      last said reverse curve through a central angle of 57 degrees
      46 minutes 53 seconds, an arc length of 18.66 feet; thence
      N
      90 degrees 00 minutes 00 seconds E., 1.15 feet;
      thence S
      00 degrees 00 minutes 00 seconds E., 438.05 feet
      to the
      beginning of a curve concave Northeasterly and having a radius of
      127.00 feet; thence Southeasterly along last said curve through a central
      angle of 24 degrees 21 minutes 09 seconds, an arc length
      of
      53.98 feet to the beginning of a reverse curve concave Southwesterly
      and
      having a radius of 263.00 feet, a radial line thereto bears N
      65 degrees 38 minutes 51 seconds E.; thence Southeasterly
      along
      last said reverse curve through a central angle of 24 degrees
      21 minutes 09 seconds, an arc length of 111.78 feet; thence
      S
      00 degrees 00 minutes 00 seconds E., 29.27 feet
      to the
      beginning of a curve concave Northeasterly and having a radius of
      20.00 feet; thence Southeasterly along last said curve through a central
      angle of 19 degrees 29 minutes 08 seconds, an arc length
      of
      6.80 feet to a non-tangent point on the southerly line of said
      Tract 2, a radial line thereto bears S 70 degrees 30 minutes
      52 seconds W.; thence S 89 degrees 39 minutes 21 seconds
      W.,
      14.15 feet along said Southerly line to the point of
      beginning.









2
 **EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT B:
      PERMITTED EXCEPTIONS**




**Facility
      Name: Hunters Glen**








1.
            Taxes
                and assessments not yet due and
                payable.




2.
            Rights
                or claims of parties in possession, as tenants only, with no purchase
                options and no rights of first
                refusal.




3.
            City
                of Missoula Sewer Use fees for the year 2005 are now a lien, in an
                amount
                not yet determined or payable. Future payment will be due January 1,
                2005, which covers the period of January 1, 2005 through
                June 30, 2005.




4.
            Multifamily
                Deed of Trust, Assignment of Rents and Security Agreement among
                MM Assisted, L.L.C., a Washington limited liability company,
                as
                Grantor, First American Title Insurance as Trustee and GMAC Commercial
                Mortgage Corporation as Beneficiary in the amount of $7,000,000.00,
                dated
                April 15, 2003 and recorded April 17, 2003 in Book 703,
                Page 1770 of Micro Records; Beneficial interest assigned to
                FANNIE
                MAE, dated April 15, 2003 and recorded April 17, 2003
                in
                Book 703, Page 1772 of Micro Records and as assumed
                by
                Landlord.




5.
            Financing
                Statement from MM Assisted, L.L.C. as Debtor to FANNIE MAE
                as Secured
                Party filed April 17, 2003 as Financing Statement No. 200313243
                and as amended to show Landlord as
                Debtor.




6.
            An
                easement for electrical transmission line granted to Missoula County,
                recorded December 11, 1940 at Book N, Page 473
                of
                Miscellaneous Records; amendment recorded December 18, 1940
                in
                Book N, Page 475 of Miscellaneous
                Records.




7.
            An
                easement for a gas pipe line granted to The Montana Power Company,
                recorded May 5, 1965 in Book 240, Page 233 and
                Page 236 of Deed Records.




8.
            An
                easement for sanitary sewers granted to Hellgate Elementary School
                District No. 4, recorded June 19, 1992 in Book 355,
                Page 961 of Micro Records.




9.
            An
                easement for telecommunication facilities granted to US West
                Communications, Inc., recorded January 15, 1998 in Book 527,
                Page 1437 of Micro Records.




10.
            An
                easement for sanitary sewer line granted to City of Missoula, recorded
                January 14, 1999 in Book 569, Page 840 of Micro
                Records.




11.
            An
                easement for water line granted to City of Missoula, recorded
                January 14, 1999 in Book 569, Page 843 of Micro
                Records.




12.
            Provisions
                contained in a document entitled Resolution No. 78-96 Missoula
                County
                Johnson-Bell Airport Field Influence Area, dated July 5, 1978
                and
                recorded July 7, 1978 in Book 121,




**EX-10.83.7
          Hunters Glen Lease**


Page 1319
      Micro Records; amended December 6, 1978 and recorded March 2,
      1979 in
      Book 135, Page 474 of Micro Records.




13.
            Conditions
                or restrictions disclosed by Deed dated June 4, 1996, recorded
                June 6, 1996 in Book 475, Page 903 of Micro
                Records.




14.
            Provisions
                contained in a document entitled Grant of Reciprocal Easement and
                Joint
                Use and Maintenance Agreement, dated December 23, 1999 and
                recorded
                December 29, 1999 in Book 605, Page 540 of Micro
                Records.




15.
            Avigation
                Easement granted to Missoula County Airport Authority dated
                October 26, 2004, recorded November 4, 2004 in Book 742,
                Page 1211 of Micro Records.




16.
            Provisions
                contained in a document entitled Notice of Airport Influence Area
                Boundaries dated April 11, 2005, recorded April 12,
                2005 in
                Book 750, Page 919 of Micro
                Records.




17.
            Memorandum
                of Lease by and between Landlord and
                Tenant.




18.
            Assignment
                and Subordination of Operating Agreement by and among Landlord, Health
                Care REIT, Inc., FANNIE MAE and Emeritus
                Corporation.














2
 **EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT C:
      FACILITY INFORMATION**




**Facility
                Name**
            **Street
                Address**
              **County**
            **Facility
                Type (per license)**
              **Beds/Units**
            **Investment
                Amount**Hunters
                Glen
            3620 American
                Way
              Missoula,
                MT 59808
              County:
                Missoula
            Assisted
                Living
              140 operating
                beds
              101 units
            $8,040,000












**EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT D:
      LANDLORD’S PERSONAL PROPERTY**




Any
      and
      all furniture, fixtures and equipment located at the Facility, but excluding
      inventory and Tenant’s Property.














**EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT E:
      DOCUMENTS TO BE DELIVERED**








Tenant
      shall deliver each of the following documents to Landlord no later than the
      date
      specified for each document:




1.  Annual
      Financial Statement of Tenant (audited) - within 90 days after
      the end
      of each fiscal year.




2.  Annual
      Company Budget not later than fiscal year end.




3.  Quarterly
      Variance Report for the Facility, including occupancy, census, capital
      expenditures and operating revenues and expenses by line item with a detailed
      explanation of the cause of all material variances from the Annual Company
      Budget (i.e., more than 10% for that line item) and a description of Tenant’s
      plans for eliminating all material variances - within 45 days
      after
      the end of each quarter.




4.  Quarterly
      Update to Annual Company Budget (on a 12-month rolling forward period) -
      within 45 days after the end of each quarter.




5.  Quarterly
      Healthcare Integrity and Protection Data Bank (HIPDB) Report (dated not earlier
      than the end of the quarter) - within 45 days after the end of
      each
      quarter.




6.  Quarterly
      Updates to Operator Profile of Tenant, including a review of the Profile
      prepared by Landlord and identification of all changes to the Profile to reflect
      the current situation - within 45 days after the end of each
      quarter.




7.  Periodic
      Financial Statement of Tenant (unaudited)  - within 45 days after
      the
      end of each quarter.




8.  Monthly
      Facility Financial Statement(unaudited) - within 30 days after
      the end
      of each month.




9.  Tenant’s
      Certificate and Annual or Quarterly Facility Financial Report
      (Exhibit F) - with each delivery of Tenant’s financial
      statements.




10.  Annual
      Facility Financial Report (based upon internal financial records) -
      within
      60 days after the end of each fiscal year.




11.  Annual
      Financial Statement of Individual Guarantor - within 90 days
      after the
      end of each calendar year.




12.  The
      most
      recent Periodic Financial Statement of Individual Guarantor - upon request
      of Landlord.




13.  Guarantor’s
      certificate - with each delivery of Guarantor’s financial statements.




**EX-10.83.7
          Hunters Glen Lease**







14.  Federal
      tax returns of Tenant, on a consolidated basis,  - within 15 days
      after the filing of the return. If the filing date is extended, also provide
      a
      copy of the extension application within 15 days after filing.




15.  If
      applicable, Medicaid cost reports for the Facility - within 15 days
      after filing of the report with the State agency.




16.  State
      and
      federal health care survey and inspection reports, inspector exit interview
      notes and report (if delivered to Tenant), plans of correction, re-survey
      reports, evidence of annual license renewal within 30 days after receipt
      by
      Tenant, HIPDB adverse action report, notice of any investigation, inspection
      or
      survey by licensing authorities, notice of licensure deficiencies or
      commencement of licensure revocation or decertification proceeding, notice
      of
      admissions ban, issuance of a provisional or temporary license and all
      correspondence regarding any of the foregoing for the Facility - within
      five days after receipt by Tenant.




17.  Real
      estate taxes




(a)  Copy
      of
      invoice and check - within five days after the due date; and




(b)  Copy
      of
      official receipt or other satisfactory evidence of payment - within
      30 days after the due date.




18.  Certificate
      of insurance renewal, current Certificate of Compliance from insurance agent
      and
      evidence of payment of premium - at least 30 days prior to the
      expiration of each policy.




19.  Facility
      information: [i] a security deposit report, including resident name,
      date
      of move-in, security deposit, and corresponding security deposit bank account
      balance, with a monthly update of any changes; [ii] a report accounting
      for
      all resident trust funds, including corresponding trust fund deposit bank
      accounts; [iii] a schedule and copies of any equipment leases and
      financings, including vendor, equipment descriptions, monthly payment, rate
      and
      maturity, with a monthly update of any changes and the required nondisturbance
      agreement if the original cost of the equipment exceeds $50,000.00; [iv] a
      schedule of all utility providers and utility deposits; [v] a list of
      all
      rent concessions, including, but not limited to, free rent, rent reduction,
      community fee waivers, rate locks, rate guaranties and waivers of security
      deposits; [vi] a copy of each private pay resident’s occupancy agreement
      and the Facility’s form of agreement; [vii] a schedule of all employee
      vacation and sick days; and [viii] employee policies and procedures
      handbook, including employee benefits - current and annually updated
      reports, schedules and copies to be delivered upon request.







2
 **EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT F:
      TENANT’S CERTIFICATE**


**AND
      FACILITY FINANCIAL REPORTS**








Report
      Period :  Commencing
      _______________ and ending _______________





Lease:  Lease
      made by HCRI Hunters Glen Properties, LLC (“Landlord”) to Emeritus
      Corporation (“Tenant”)








Tenant
      hereby certifies to Landlord to the best of its knowledge as
      follows:





1.  The
      attached [specify audited or unaudited and annual or quarterly ,
      and if consolidated ,
      so
      state] financial statements of Tenant [i] have been prepared in accordance
      with generally accepted accounting principles consistently applied;
      [ii] have been prepared in a manner substantially consistent with prior
      financial statements submitted to Landlord; and [iii] fairly present
      the
      financial condition and performance of Tenant in all material
      respects.




2.  The
      attached [Annual or Quarterly] Facility Financial Report and Facility Accounts
      Receivable Aging Report for the Report Period is complete, true and accurate
      and
      has been prepared in a manner substantially consistent with prior schedules
      submitted to Landlord. As set forth in the [Annual or Quarterly] Facility
      Financial Report, Tenant has maintained the Facility Coverage Ratio **[*IF
      APPLICABLE** :
      and the
      Current Ratio/Debt to Equity Ratio **]** for the
      Report Period as required under the Lease between Tenant and
      Landlord.




3.  To
      the
      best of its knowledge, Tenant was in compliance with all of the provisions
      of
      the Lease and all other documents executed by Tenant in connection with the
      Lease at all times during the Report Period, and no default, or any event which
      with the passage of time or the giving of notice or both would constitute a
      default, has occurred under the Lease.




Executed
      this ___ day of _______________, _____.











Name:_______________________________________________





Title:________________________________________________


**EX-10.83.7
          Hunters Glen Lease**


**ANNUAL
      FACILITY FINANCIAL REPORT**





**Facility
                Name:**


**Facility
                Address:**





**Report
                Period:**
            Twelve
                (12) months beginning _______________ and ending _______________.
                All
                information reported should be for this period
                only.





**Occupancy
                Data**
            
            **Census
                Data**
            **%
                Resident**
              **Days**
            **% Revenues**Total
                Beds/Units:
            _______
            Medicaid:
            _______%
            _______%Total
                Available Days:
            _______
            Medicare:
            _______%
            _______%Total
                Occupied Days:
            _______
            Private
                and Other:
            _______%
            _______%Occupancy
                Percentage:
            _______%
            Total:
            _______%
            _______%





**OPERATING
      DATA**





1.  Gross
      Revenues $





2.  Contractual
      Allowances $





3.  Net
      Revenues $





4.
            Operating
                Expenses(before
                interest, lease/rent, depreciation,


amortization
      and management fees) $





5.  Net
      Operating Income $





6.  Interest
      Expense $





7.  Lease/Rent
      Expense $





8.  Depreciation
      Expense $





9.  Amortization
      Expense $





10.  Management
      Fees $





11.  Management
      Fees (as
      a
      percent of Gross Revenues)  %





12.  Overhead
      Allocation (if
      applicable) $





13.  Other
      (identify) $





14.  Income
      Taxes $





15.  Net
      Income (amount
      should agree with the facility’s financial statements) $


2
 **EX-10.83.7
          Hunters Glen Lease**


**FINANCING
      DATA**


(Note:
      This data breaks out Items 6 and 7 above.)








Related
                to HCN
            All
                Other Leases and/or Debt
            TotalLease
                Payments
            _________
            _________
            ________Interest
                Payments
            _________
            _________
            ________Principal
                Payments (if any)
            _________
            _________
            ________$
            $
            $




**COVERAGE
      RATIO**





1.  Net
      Operating Income $______________




2.  Less
      Imputed Management Fee


(
      _____%
      of gross revenues) (______________)




3.  Less
      Imputed Replacement Reserve for period


($_________
      per bed [or unit] per year) (______________)




4.  Adjusted
      Net Operating Income $______________




5.  Loan/Lease
      Payments to HCN $______________




6.  Actual
      Coverage Ratio (Line 4  ̧ Line
      5) ______________




7.  Minimum
      Coverage Ratio (per Lease Agreement) ______________







**CURRENT
      RATIO**


**[*DELETE
      IF NOT APPLICABLE]**





1.  Current
      Assets $______________




2.  Current
      Liabilities $______________




3.  Actual
      Current Ratio (Line 1  ̧ Line
      2) ______________




4.  Minimum
      Current Ratio (per Lease Agreement) ______________










Tenant
      hereby certifies that the foregoing is true and accurate.





_______________________________________________Date:_______________________________________________





Name:_______________________________________________ Phone
      Number:___________________________________________________





Title:___________________________________________





3
 **EX-10.83.7
          Hunters Glen Lease**


**QUARTERLY
      FACILITY FINANCIAL REPORT**





**Facility
                Name:**


**Facility
                Address:**





**Report
                Period:**
            Three
                (3) months beginning _______________ and ending _______________.
                All
                information reported should be for this period
                only.





**Occupancy
                Data**
            
            **Census
                Data**
            **%
                Resident**
              **Days**
            **% Revenues**Total
                Beds/Units:
            _______
            Medicaid:
            _______%
            _______%Total
                Available Days:
            _______
            Medicare:
            _______%
            _______%Total
                Occupied Days:
            _______
            Private
                & Other:
            _______%
            _______%Occupancy
                Percentage:
            _______%
            Total:
            _______%
            _______%





**OPERATING
      DATA**





1.  Gross
      Revenues $





2.  Contractual
      Allowances $





3.  Net
      Revenues $





4.
            Operating
                Expenses(before
                interest, lease/rent, depreciation,


amortization
      and management fees) $





5.  Net
      Operating Income $





6.  Interest
      Expense $





7.  Lease/Rent
      Expense $





8.  Depreciation
      Expense $





9.  Amortization
      Expense $





10.  Management
      Fees $





11.  Management
      Fees (as
      a
      percent of Gross Revenues)  %





12.  Overhead
      Allocation (if
      applicable) $





13.  Other (identify) $





14.  Income
      Taxes $




15.  Net
      Income (amount
      should agree with the facility’s financial statements) $


4
 **EX-10.83.7
          Hunters Glen Lease**


**FINANCING
      DATA**


(Note:
      This data breaks out Items 6 and 7 above.)








Related
                to HCN
            All
                Other Leases and/or Debt
            TotalLease
                Payments
            _________
            _________
            ________Interest
                Payments
            _________
            _________
            ________Principal
                Payments (if any)
            _________
            _________
            ________$
            $
            $




**COVERAGE
      RATIO**





1.  Net
      Operating Income $______________




2.  Less
      Imputed Management Fee


(
      _____%
      of gross revenues) (______________)




3.  Less
      Imputed Replacement Reserve for period


($_________
      per bed [or unit] per year) (______________)




4.  Adjusted
      Net Operating Income $______________




5.  Loan/Lease
      Payments to HCN $______________




6.  Actual
      Coverage Ratio (Line 4  ̧ Line
      5) ______________




7.  Minimum
      Coverage Ratio (per Lease Agreement) ______________







**CURRENT
      RATIO**


**[*DELETE
      IF NOT APPLICABLE]**





1.  Current
      Assets $______________




2.  Current
      Liabilities $______________




3.  Actual
      Current Ratio (Line 1  ̧ Line
      2) ______________




4.  Minimum
      Current Ratio (per Lease Agreement) ______________










Tenant
      hereby certifies that the foregoing is true and accurate.





______________________________________________Date:___________________________________________________





Name:_______________________________________________ Phone
      Number:___________________________________________





Title:___________________________________________








5
 **EX-10.83.7
          Hunters Glen Lease**


**QUARTERLY
      FACILITY ACCOUNTS RECEIVABLE AGING REPORT**




**Facility
      Name:____________________________________________________**




**Facility
      Address:__________________________________________________**







**Accounts
      Receivable Aging as of ____________ (most recent quarter
      ended)**





**PAYOR**
            **0-30
                DAYS****%**
            **31-60
                DAYS****%**
            **61-90
                DAYS****%**
            **OVER
                90 DAYS****%**
            **TOTALS****%**Medicaid
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Medicare
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Commercial
                Insurance
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Other
                -_____________
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%TOTALS
            $__________100%
            $__________100%
            $__________100%
            $__________100%
            $__________100%%
                OF TOTALS $
            ___________%
            ___________%
            ___________%
            ___________%
            100%





**Accounts
      Receivable Aging as of ____________ (2nd recent quarter
      ended)**





**PAYOR**
            **0-30
                DAYS****%**
            **31-60
                DAYS****%**
            **61-90
                DAYS****%**
            **OVER
                90 DAYS****%**
            **TOTALS****%**Medicaid
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Medicare
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Commercial
                Insurance
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%Other
                -_____________
            $______________%
            $______________%
            $______________%
            $______________%
            $______________%TOTALS
            $__________100%
            $__________100%
            $__________100%
            $__________100%
            $__________100%%
                OF TOTALS $
            ___________%
            ___________%
            ___________%
            ___________%
            100%








6
 **EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT G:
      GOVERNMENT AUTHORIZATIONS**


**TO
      BE OBTAINED; ZONING PERMITS**

















**EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT H:
      PENDING LITIGATION**



















**EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT I:
      LIST OF LEASES AND CONTRACTS**




1.




2.














**EX-10.83.7
          Hunters Glen Lease**


**EXHIBIT J:
      WIRE TRANSFER INSTRUCTIONS**




**HEALTH
      CARE REIT, INC.**




**WIRE
      TRANSFER INSTRUCTIONS**




**Bank:**
            KeyBank
              Cleveland,
                Ohio**ABA
                Number:**
            041001039**Account
                Name:**
            Health
                Care REIT, Inc.**Account
                Number:**
            353321001011**Notify:**
            Michael A.
                Crabtree**Phone:**
            (419)
                247-2800