Exhibit 10.8.2
AMENDED AND RESTATED
WAIT LIST ESCROW AGREEMENT
(THE CHESTNUT PARTNERSHIP)
THIS AMENDED AND RESTATED WAIT LIST ESCROW AGREEMENT ("Agreement") is
made this 18th day of July, 1996, by and between THE CHESTNUT PARTNERSHIP, a
Maryland general partnership (the "Partnership"), and THE FIRST NATIONAL BANK OF
MARYLAND, a national banking association (the "Escrow Agent").
WHEREAS, this Agreement amends and restates the Wait List Escrow
Agreement between the Partnership and Security Trust Company, the Previous
Escrow Agent (the "Prior Agreement") relating to the escrowing of wait list
deposits ("deposits").
WHEREAS, the Partnership and Escrow Agent wish by this Agreement to
supersede and replace the Prior Agreement.
In consideration of the mutual covenants herein set forth, the parties
agree as follows:
1. SPONSOR. The Partnership is the sponsor of a life-care
retirement community known as "Blakehurst", located in Towson,
Maryland.
2. PRIOR AGREEMENT. All deposits held by the Previous Escrow
Agent pursuant to the Prior Agreement shall become subject to
the terms of this Agreement.
3. PURPOSE OF AGREEMENT. For the purpose of protecting the
residents of Blakehurst, the parties have entered into this
Agreement setting forth the terms and provisions under which
deposits will be made with the Escrow Agent.
4. RECEIPT OF DEPOSIT. The Partnership expects to receive a deposit
from an applicant to Blakehurst ("Applicant") at the time of execution of a Wait
List Agreement. The Partnership will accept such deposit in the form of a check
from an Applicant payable to The First National Bank of Maryland, Escrow Agent,
and will deposit the same with the Escrow Agent as soon as practicable in the
ordinary course of business.
5. ESCROW ACCOUNT. The Escrow Agent shall maintain all deposits in an
escrow account (the "Escrow Account") separate and apart from any other funds of
the Partnership, identifying the name of the Applicant's deposit within the
Escrow Account. The purpose of this Agreement is to protect the Applicant by
assuring the Applicant that the deposit will be refunded or released in
accordance with the Wait List Agreement executed by the Applicant.
6. VERIFICATION OF DEPOSIT. The Partnership represents to the Escrow
Agent that it will furnish a written receipt to each Applicant with respect to
such deposits, such receipt being in the form of a copy of the fully executed
Wait List Agreement.
7. REPORTS. The Escrow Agent agrees (a) upon request of the
Partnership, to issue a statement indicating the status of the Escrow Account
maintained by the Escrow Agent pursuant to this Agreement; (b) upon request of
an Applicant through the Partnership, to issue information indicating the status
of such Applicant's deposit in the Escrow Account maintained by the Escrow Agent
pursuant to this Agreement; and (c) to furnish the Partnership with a monthly
statement indicating the amount of any disbursements form or deposits to the
Escrow Account during the monthly period covered by the statement.
8. DISBURSEMENTS. If the Escrow Agent shall receive written notice from
the Partnership of the cancellation, termination or expiration of a Wait List
Agreement, the Escrow Agent shall dispose of such deposit in the amount
specified by the Partnership and in accordance with the Partnership's written
direction, all of which is to be in accordance with the provisions of the Wait
List Agreement. The Escrow Agent shall rely solely on such direction and shall
not be responsible for verifying its correctness. Further, all rights to any
earnings on deposits held in the Escrow Account shall be released to the
Partnership within ten (10) days after the end of each month.
9. INVESTMENTS. So long as a Wait List Agreement remains in effect, the
deposit shall thereafter continue to be held by the Escrow Agent, together with
the like deposits from other Applicants, and the Escrow Agent shall invest the
funds held by it from time to time in such obligations of the United States or
its agencies ( or in the shares of a registered investment company, including
those of the Escrow Agent or its affiliates, which holds a portfolio of such
securities), or such certificates of deposit, savings accounts, or similar
savings or investment securities of the Escrow Agent, as the Partnership may
direct in writing. All interest and dividends earned thereon shall be for the
account of the Partnership and shall forthwith be released to the Partnership
upon demand.
10. GOVERNING LAW. This Agreement shall be construed according to the
laws of the State of Maryland.
11. INDEMNITY. The Partnership hereby agrees to indemnify the Escrow
Agent for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Escrow Agent,
arising out of, or in connection with, its entering into this Agreement and
carrying out its duties hereunder, including the cost and expense of defending
itself against any claim of liability in the premises.
12. TERMINATION. The Escrow Agent may resign upon thirty (30) days'
written notice to the Partnership. If a successor escrow agent is not appointed
by the Partnership within the thirty (30) day period, the Escrow Agent may
petition the Court to name a successor. Upon thirty (30) days' written notice to
the Escrow Agent, the Partnership may appoint a successor escrow agent. In
either such event, the Escrow Agent agrees to deliver to such successor escrow
agent all funds and documents in its possession. Such delivery shall take place
thirty (30) days from the date of notice.
13. FEES. The Escrow Agent is entitled to reasonable compensation,
including reimbursement for any expenses, disbursements and advances, including
reasonable attorney fees, incurred by it in connection with the carrying out of
its duties hereunder.
14. NOTICES. Any notices required by this Agreement shall be addressed
to the party to whom such notice is intended to be given by facsimile
transmission followed by notification by first class mail at the addresses
below; addresses may be changed by notice to each of the other parties.
14.1 If addressed to the Escrow Agent:
The First National Bank of Maryland
Corporate Trust Department
P.O. Box 1596, Banc 101-591
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxx, Corp. Trust Executive
14.2 If addressed to the Partnership:
The Chestnut Partnership
c/o Chestnut Village, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attn: President
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Wait List Escrow Agreement effective as of the date first hereinabove
set forth.
THE CHESTNUT PARTNERSHIP THE FIRST NATIONAL BANK OF
MARYLAND
Blakehurst Joint Venture, by
Chestnut Village, Inc., a General Partner
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
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West Joppa Road Limited Partnership,
a General Partner
By: /s/ X.X. Xxxxxx
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The Chestnut Real Estate Partnership, by
Blakehurst Joint Venture, a General Partner
By: /s/ Xxxxxx X. Xxxx
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