Richland Place

Escrow Agreement

This Escrow Agreement is made and entered into this ___ day of __________, 2008 by and between Richland Place, Inc., a Tennessee not-for-profit-corporation (the "Community"), and ______________________(the "Resident") and Sun Trust Bank in Nashville, a national bank association (the "Escrow Agent").

W I T N E S S E T H:

WHEREAS,

1. Resident and Community shall enter into a Residency and Care Agreement (the "Agreement") on or before 120 days subsequent to the signing of this agreement, not to extend beyond the date of ________________ pursuant to which the Community has agreed to provide to the Resident an independent living apartment, Richland Place in Nashville, Tennessee, designated as Apartment No. ______ (the "Apartment") together with various facilities and services, as specified in the Agreement.
2. In consideration of the agreement of the Community to provide such facilities and services to the Resident, Resident has agreed to pay an entry fee in the sum of $_________ (the "Entry Fee"), on the Occupancy Date, as defined in the Agreement and, in part payment thereof; has this day delivered to the Escrow Agent the sum of $__________ to be held as a deposit against the Entry Fee (the "Deposit"), upon and subject to the terms and conditions of the Agreement and the terms and conditions contained herein.
3. The parties desire to set forth their rights and obligations respecting the Deposit.

NOW THEREFORE, in consideration of the above it is agreed:

1. Escrow Agent acknowledges receipt of the Deposit and agrees to hold, invest and disburse the same in accordance with the provisions hereof. At the option of the Escrow Agent, the Deposit may be held in a separate account or may be combined, for investment purposes, with Deposits from other prospective Residents of the Community, who have also entered into Residency and Care Agreements with the Community.
2. Escrow Agent will invest the Deposit in securities issued by the United States government, or in other investments as may, from time to time, be approved by the Community.
3. The Escrow Agent shall disburse the funds held by it in escrow as follows:

1. Upon being notified by the Community that the Occupancy Date has passed and that the balance of the Entry Fee has been paid, Escrow Agent will forward to the Community, the amount noted in this agreement.
2. If the Escrow Agent is notified by the Community that, prior to the Occupancy Date, it has been determined that the Resident cannot occupy the apartment by reason of death or change in health status, Escrow Agent will return the Deposit to the Resident. All remaining funds held in the account shall, in this event, be delivered by the Escrow Agent to the Community.
3. If, prior to the Occupancy Date, Escrow Agent is notified by the Community that the Resident has elected, for any other reason, to withdraw the Deposit, all funds held in the account shall, be delivered by the Escrow Agent to the Community, and the Residency and Care Agreement will be terminated.
4. If the Community elects to terminate the Agreement prior to the Occupancy Date for any reason authorized in Article VII, paragraph B(2)(a) of the Agreement, the Entry Fee shall be delivered to the Resident and all interest earned thereon shall be delivered to the Community.

The delivery of the funds held in escrow by the Escrow Agent to the Resident and/or to the Community as authorized in Subparagraphs (i) through (iv) inclusive above, shall be in full and complete discharge of all obligations of the Escrow Agent hereunder.

4. The reasonable fees and expenses, including attorney's fees, of the Escrow Agent for its services under this Agreement shall be paid by the Community.
5. Any notice required or permitted herein shall be in writing and addressed as follows:
   
   As to Resident:
   
   As to Community: Richland Place, Inc.
   Attn: Executive Director
   500 Elmington Avenue
   Nashville, TN 37205
   
   
   As to Escrow Agent: SunTrust Bank
   Attn: Emily Hare
   Corporate Agency Services Group
   919 East Main, 7th Floor
   Richmond, VA 23219
   
   or to such other address as may be furnished in writing by either party to the other. Any notice shall be deemed to have been properly given if delivered in person, sent by first-class, certified mail, postage fully prepaid, by Federal Express, Emery Worldwide, Purolator, or other recognized courier service or by electronic facsimile transmission.
6. The Escrow Agent may resign, at any time, upon thirty (30) days notice in writing to the Community and the Resident. In the event of such resignation, the Community shall appoint a successor Escrow Agent, which shall also be a banking and trust institution organized under the laws of the United States or of the State of Tennessee, and shall have not less than $100,000,000.00 of trust funds then under administration. Upon such appointment being made, the Escrow Agent shall deliver all funds then held in escrow to the successor and shall account to the Community for its transactions incurred theretofore. No successor Escrow Agent shall be liable for any acts of omissions of its predecessors.
7. The Escrow Agent joins herein to acknowledge receipt of the Deposit and its agreement to hold and disburse the same in accordance with the terms hereof, subject to the following conditions and limitations:

1. The Community will indemnify and hold harmless the Escrow Agent from liability to any party for damages, losses, or expenses, except such as are the result of gross negligence, willful misconduct or breach of trust on the part of the Escrow Agent. The Escrow Agent shall not incur liability with respect to any action taken or omitted in reliance upon any instrument, including any written notice of instructions provided for in this Agreement, not only as to its due execution, and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein which the Escrow Agent shall, in good faith, believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this agreement.
2. In the event of any dispute among the parties hereto, the Escrow Agent shall tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this agreement, together with such pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this agreement.
3. The Escrow Agent may consult with and obtain advice from legal counsel (other than counsel to any of the parties to the Agreement) in the event of any question as to any of the provisions of this agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the option and instructions of such counsel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by each party as of the date first above written.