Exhibit 10.2


 





	Healthcare
                           Facility Note

        Section
        232
	U.S.
                           Department                            of Housing and Urban Development

        Office
        of Residential Care Facilities
	OMB
                           Approval No. 2502-0605

        (exp.
        03/31/2014)



 


Public reporting
burden for this collection of information is estimated to average 1 hours. This includes the time for collecting, reviewing,
and reporting the data. The information is being collected to obtain the supportive documentation which must be submitted to HUD
for approval, and is necessary to ensure that viable projects are developed and maintained. The Department will use this information
to determine if properties meet HUD requirements with respect to development, operation and/or asset management, as well as ensuring
the continued marketability of the properties. This agency may not collect this information, and you are not required to complete
this form, unless it displays a currently valid OMS control number.


 


Warning:
Any person who knowingly presents a false, fictitious, or fraudulent statement or claim in a matter within the jurisdiction of
the U.S. Department of Housing and Urban Development is subject to criminal penalties, civil liability, and administrative sanctions.


 


HEALTHCARE
FACILITY NOTE


(MULTISTATE)


 


FHA
Project No.: 024-43104


FHA
Project Name: Riverglen House of Littleton


 


	US $4,810,600.00	March 27, 2014


 


FOR
VALUE RECEIVED, the undersigned (“Borrower”) jointly and severally (if more than one) promises to pay to the
order of Housing & Healthcare Finance, LLC, a limited liability
company organized and existing under the laws of Delaware, the principal sum of FOUR MILLION EIGHT HUNDRED TEN THOUSAND SIX HUNDRED
AND XX/100 Dollars (US $4,810,600.00) (the “Loan”), with interest on the unpaid principal balance at the Interest
Rate.


 


As
used herein, “Interest Rate” means the annual rate of four and twenty-five hundredths per centum (4.25%).


 


1.           Defined
Terms. As used in this Note, (a) the term “Lender” means the holder of this Note, (b) the term “Indebtedness”
means the principal of, interest on, and all other amounts due at any time under this Note, the Borrower's Security Instrument
or any of the other Loan Documents, including prepayment premiums, late charges, default interest, and advances under Section
13 of the Borrower's Security Instrument to protect the security of the Borrower's Security Instrument; (c) the term “Borrower's
Security Instrument” has the meaning set forth in Section 4 of this Note; and (d) the term “Program Obligations”
means (l) all applicable statutes and any regulations issued by the U.S. Department of Housing and Urban Development (“HUD”)
pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective,
except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process,
and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all
future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking
shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments
shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Note rather than
add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official
website: http://www.hud.gov/offices/adm/hudclips/index.cfm or a successor location to that site.


 





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The
definition of any capitalized term or word used herein can be found in this Note and, if not found in this Note, then found in
the Healthcare Regulatory Agreement -Borrower between Borrower and HUD (the “Borrower's Regulatory Agreement”)
and/or the Borrower's Security Instrument.


 


2.           Address
for Payment. All payments due under this Note shall be payable in immediately available funds at 2 Wisconsin Circle, Suite
540, Chevy Chase, MD 20815, or such other place as may be designated by written notice to Borrower from or on behalf of Lender.


 


3.           Payment
of Principal and Interest. Principal and interest shall be paid as follows:


 


(a)         Interest
only at the Interest Rate on the principal outstanding for the period beginning on the date of disbursement and ending on
and including the last day of the month in which such disbursement is made shall be payable on April 1, 2014. Thereafter,
consecutive monthly installments of principal and interest, each in the amount of Twenty Thousand Eight Hundred Fifty-nine
and 73/100 Dollars (US $20,859.73), shall be payable on the first day of each month beginning on May 1, 2014, until the
entire unpaid principal balance evidenced by this Note is fully paid. Any remaining principal and interest shall be due and
payable on April 1, 2054 or on any earlier date on which the unpaid principal balance of this Note becomes due and payable,
by acceleration or otherwise (the “Maturity Date”).


 


(b)         Any
regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be
deemed to have been received on the due date solely for the purpose of calculating interest due.


 


4.           Security.
The Indebtedness is secured by, among other things, that certain Healthcare Mortgage, Assignment of Leases, Rents and Revenue
and Security Agreement, dated as of the date of this Note (the “Borrower's Security Instrument”), and reference
is made to the Borrower's Security Instrument for other rights of Lender as to collateral for the Indebtedness.


 


5.           Application
of Payments. If at any time Lender receives, from
Borrower or otherwise, any amount applicable to the Indebtedness that is less than all amounts due and payable at such time,
Lender shall apply that payment to amounts then due and payable in the manner and in the order set forth in Section 7(a)(3)
of the Borrower's Security Instrument. Neither Lender' s acceptance of an amount that is less than all amounts then due and
payable nor Lender's application of such payment in the manner authorized shall constitute or be deemed to constitute either
a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of any such amount to the
Indebtedness, Borrower's obligations under this Note shall remain unchanged.


 





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6.           Acceleration. If
a Monetary Event of Default occurs and is continuing, for a period of thirty (30) days, the entire unpaid principal
balance, any accrued interest and all other amounts payable to Lender under this Note and any of the other Loan Documents
shall at once become due and payable, at the option of Lender, without any prior notice to Borrower. If a Covenant Event of
Default occurs and the Indebtedness is accelerated as set forth in the Borrower's Security Instrument, the entire unpaid
principal balance, any accrued interest, and all other amounts payable to Lender under this Note and any of the other Loan
Documents shall at once become due and payable. Lender may exercise this option to accelerate regardless of any prior
forbearance. Upon Lender's exercise of any right of acceleration under this Note , Borrower shall pay to Lender, in addition
to the entire unpaid principal balance of this Note outstanding at the time of the acceleration, all accrued interest and all
other sums due Lender under the Loan Documents.


 


7.           Late
Charge. If any monthly amount payable under this Note or under the Borrower's Security Instrument or any of the other Loan
Documents is not received by Lender within fifteen (15) days after the amount is due, Borrower shall pay to Lender, immediately
and without demand by Lender, a late charge equal to two percent (2%) of such monthly amount. Borrower acknowledges that its failure
to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, and that it is extremely
difficult and impractical to determine those additional expenses. Borrower agrees that the late charge payable pursuant to this
Section represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of
the additional expenses Lender will incur by reason of such late monthly payment.


 


8.           Exculpation;
Remedies.


 


(a)          Except
for personal liability expressly provided for in this Note or in the Borrower's Security Instrument or in the Borrower's Regulatory
Agreement, the execution of this Note shall impose no personal liability upon Borrower and Jason Purdy for payment of the
Indebtedness evidenced thereby and in the Event of Default, the holder of this Note shall look solely to the Mortgaged Property
in satisfaction of the Indebtedness and will not seek or obtain any deficiency or personal judgment against Borrower and Jason
Purdy except such judgment or decree as may be necessary to foreclose or bar its interest in the Mortgaged Property and all
other property mortgaged, pledged, conveyed or assigned to secure payment of the Indebtedness; provided, that nothing in this
Section 8 and no action so taken shall operate to impair any obligation of Borrower under the Borrower's Regulatory Agreement.


 


(b)          Notwithstanding
Section 8(a) above, Borrower shall be liable to Lender for any loss or damage suffered by Lender as a result of (1) failure of
Borrower to apply all insurance proceeds and condemnation proceeds as required by Sections 19 and 20 of the Borrower's Security
Instrument; (2) failure of Borrower to comply with Section 15 of the Borrower's Security Instrument relating to the delivery of
books and records, statements, schedules and reports; (3) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Borrower's Security Instrument; (4) a transfer or the granting
of a lien or encumbrance that is an Event of Default under Sections 17 and 21 of the Borrower's Security Instrument, other than
a transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership
or a manager in a limited liability company; or (5) fraud or written material misrepresentation by Borrower or any officer, director,
general partner, member, manager or employee of Borrower in connection with the Loan Application for or creation of the Indebtedness
or any request for any action or consent by Lender. These damages shall be paid only from the available proceeds of an appropriate
insurance policy or from Surplus Cash or other escrow accounts.


 





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(c)          Notwithstanding
Section 8(a) above, Borrower shall provide complete redress as set forth in Section 45(c) of the Borrower's Security
Instrument and shall indemnify and hold harmless the Indemnitees as set forth in Section 48 of the Borrower's Security
Instrument.


 


9.           Voluntary
and Involuntary Prepayments.


 


(a)          This
Note contains a prepayment restriction and prepayment premium charge acceptable to HUD as to term, amount, and conditions,
which are set forth in the attached Rider 1 including that in the event of a default, pursuant to Program Obligations, HUD
may override any lockout or any prepayment premium , or combination thereof, in Rider 1 on the last day of any calendar month
during any year in which the prepayment premium is greater than one percent (1.00%) in order to facilitate a partial or full
refinancing of the Mortgaged Property and avoid a mortgage insurance claim.


 


(b)          Any
application by Lender of any collateral or other security to the repayment of any portion of the unpaid principal balance of this
Note prior to the Maturity Date and in the absence of acceleration shall be deemed to be a partial prepayment by Borrower, requiring
the payment to Lender by Borrower of a prepayment premium in the amount provided for in Section 9(a) or in Rider 1, as applicable.


 


(c)          Notwithstanding
the provisions of subsections (a) and (b) above, no prepayment premium shall be payable with respect to (1) any prepayment made,
other than as a result of acceleration, no more than thirty (30) days before the Maturity Date, (2) any prepayment occurring as
a result of the application of any insurance proceeds or condemnation award under the Borrower 's Security Instrument, or (3)
any reduction in the original principal amount of the Loan, or any prepayment, resulting from any cost certification or other
report required by HUD pursuant to Program Obligations.


 


(d)         Any
permitted or required prepayment of less than the unpaid principal balance of this Note shall not extend or postpone the due date
of any subsequent monthly installments or change the amount of such installments, unless Lender agrees otherwise in writing.


 


(e)          Borrower
acknowledges that the provisions of this Note relating to prepayment restrictions and prepayment premiums are a material part
of the consideration for the Loan, and acknowledges that the terms of this Note are in other respects more favorable to Borrower
as a result of Borrower's voluntary agreement to such provisions.


 





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(f)         
If the Indebtedness is paid in full while insured under the provisions of the National Housing
Act, as amended, Borrower shall pay to Lender such adjusted mortgage insurance premium as may be required by Program Obligations.


 


(g)         All
payments to reduce the principal balance hereunder, other than regularly scheduled payments of principal, shall be made to Lender
in immediately available funds. Payments received after 2:00 p.m. will be deemed to have been received on the next Business Day.


 


10.         Costs
and Expenses. Borrower shall pay all expenses and costs, including reasonable fees and out-of-pocket expenses of attorneys
and expert witnesses and costs of investigation and litigation (including appellate litigation), incurred by Lender as a result
of any default under this Note or in connection with efforts to collect any amount due under this Note, or to enforce the provisions
of any of the other Loan Documents, including those incurred in post-judgement collection efforts and in any bankruptcy proceeding
(including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure
proceeding.


 


11.         Forbearance.
Any forbearance by Lender in exercising any right or remedy under this Note, the Borrower's Security Instrument, or any of
the other Loan Documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any other
right or remedy. The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment,
or in an amount that is less than the required payment, shall not be a waiver of Lender's right to require prompt payment when
due of all other payments on account of the Indebtedness or to exercise any right or remedy for any failure to make prompt payment.
Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies so as to preclude
the exercise of any other right or remedy available to Lender.


 


12.         Waivers.
Presentment, demand, notice of dishonor, protest , notice of acceleration, notice of intent to demand or accelerate payment
or maturity, presentment for payment, notice of nonpayment, grace, and diligence in collecting the Indebtedness are waived by
Borrower.


 


13.         Loan
Charges. If any applicable law limiting the amount of interest
or other charges permitted to be collected from Borrower in connection with the Loan is interpreted so that any interest or other
charge provided for in any of the Loan Documents, whether considered separately or together with other charges provided for in
any of the Loan Documents, violates that law, and Borrower is entitled to the benefit of that law, then such interest or charge
is hereby reduced to the extent necessary to eliminate such violation. The amounts, if any, previously paid to Lender in excess
of the permitted amounts shall be applied by Lender to reduce the Indebtedness. For the purpose of determining whether any applicable
law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all of the Indebtedness
that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated and spread ratably over the stated term of this Note. Unless otherwise required by applicable law, such
allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated
term of this Note.


 





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14.         Commercial
Purpose. Borrower represents that the Indebtedness is being incurred by Borrower solely for the purpose of carrying on a business
or commercial enterprise, and not for personal, family or household purposes.


 


15.         Counting
of Days. Except where otherwise specifically provided, any reference in this Note to a period of “days” means
calendar days, not Business Days.


 


16.         Governing
Law; Consent to Jurisdiction and Venue.


 


(a)         This
Note and the Borrower's Security Instrument, if it does not itself expressly identify the law that is to apply to it, shall be
governed by the laws of the jurisdiction in which the Land is located (the “Property Jurisdiction”), except
so long as the Loan is insured or held by HUD, federal law will apply to HUD's rights and remedies where state or local laws are
preempted by federal law.


 


(b)         Borrower
agrees that any controversy arising under or in relation to this Note or the Borrower's Security Instrument shall be litigated
exclusively in the Property Jurisdiction except as, so long as the Loan is insured or held by HUD and solely as to rights and
remedies of HUD, federal jurisdiction may be appropriate pursuant to any federal requirements. The state courts, and with respect
to HUD's rights and remedies, federal courts and Governmental Authorities in the Property Jurisdiction, shall have exclusive jurisdiction
over all controversies which shall arise under or in relation to this Note, any security for the Indebtedness, or the Borrower's
Security Instrument. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation
and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.


 


17.         Rules
of Construction. The captions and headings of the Sections of this Note are for convenience only and shall be disregarded
in construing this Note. Any reference in this Note to a “Section” shall, unless otherwise explicitly provided,
be construed as referring, respectively, to a Section of this Note. Use of the singular in this Note includes the plural and use
of the plural includes the singular. As used in this Note, the term “including” means “including,
but not limited to.”


 


18.         Notices.
All notices, demands and other communications required or permitted to be given by Lender to Borrower or Borrower to Lender
pursuant to this Note shall be given in accordance with Section 31 of the Borrower's Security Instrument.


 


19.         Federal
Remedies. In addition to any rights and remedies set forth in the Borrower’s Regulatory Agreement, HUD has rights and
remedies under federal law so long as HUD is the insurer or holder of the Loan, including but not limited to the right to foreclose
pursuant to the Multifamily Mortgage Foreclosure Act of 1981, as amended, 12 U.S.C. § 3701, et seq., as amended, when
HUD is the holder of this Note.


 





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20.         Termination
of HUD Rights and Remedies. At such time as HUD no longer insures or holds this Note, (a) all rights and responsibilities
of HUD shall conclude, all mortgage insurance and references to mortgage insurance premiums, all references to HUD, Ginnie Mae
and Program Obligations and related terms and provisions shall cease, and all rights and obligations of HUD shall terminate; (b)
all obligations and responsibilities of Borrower to HUD shall likewise terminate; and (c) all obligations and responsibilities
of Lender to HUD shall likewise terminate; provided, however, nothing contained in this Section 20 shall in any fashion discharge
Borrower from any obligations to HUD under the Borrower's Regulatory Agreement or Program Obligations or Lender from any obligations
to HUD under Program Obligations, which occurred prior to termination of the Contract of Insurance. The provisions of this Section
20 shall be given effect automatically upon the termination of the Contract of Insurance or the transfer of this Note or the Borrower's
Security Instrument by HUD to another party, provided that upon the request of Borrower, Lender or the party to whom this Note
or the Borrower's Security Instrument has been transferred, at no cost to HUD, HUD shall execute such documents as may be reasonably
requested to confirm the provisions of this Section 20.


  


21.         WAIVER
OF TRIAL BY JURY. BORROWER AND LENDER EACH (a) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT
OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (b) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


SEE
RIDER 1 TO HEALTHCARE FACILITY NOTE ATTACHED HERETO AND MADE A PART HEREOF.


 


(continued
on following page)


 





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IN WITNESS
WHEREOF, Borrower has signed and delivered this Note or has caused this Note to be signed and delivered by its duly authorized
representative as of the date first above written. 


 


	 	RIVERGLEN HOUSE OF
    LITTLETON, L.L.C.,
	 	a New Hampshire limited
    liability company
	 	 
	 	By:	/s/
Jason E. Purdy
	 	 	Jason
    E. Purdy, its Managing Member


  


State
of New Hampshire Mortgage Note


 


Riverglen
House of Littleton, L.L.C.,


a
New Hampshire limited liability company to


 


Housing
& Healthcare Finance, LLC


a
Delaware limited liability company


 


FHA
Project No.: 024-43104


 


Insured under
§232 pursuant to §223(a)(7) of the National Housing Act, as amended, and regulations published thereunder in effect
on January 8, 2014


 


A
total sum of $4,810,600.00 has been approved for insurance hereunder by HUD.


 


	By:		 	Date:	March 27,
    2014
	 	[Title]	 	 	 


 


FOR
USE ONLY WITH LOANS TO BE INSURED PURSUANT TO § 223(a)(7):


For
purposes of compliance with Section 223(a)(7)(A)(iv) of the National Housing Act, as amended, the Contract of Insurance regarding
FHA Project No. 024-43076 is transferred to FHA Project No. 024-43104, and said Contract of Insurance is hereby amended to reflect
the terms, conditions and provisions of the National Housing Act, as amended, as evidenced by HUD's endorsement for insurance
of this Note dated March 27, 2014, executed by Riverglen House of Littleton, L.L.C., (Borrower), and payable to Housing &
Healthcare Finance, LLC, in the amount of $4,810,600.00.


 





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FHA
Project No.: 024-43104


Project
Name: Riverglen House of Littleton


 


RIDER
1 TO HEALTHCARE FACILITY NOTE


 


This
Rider 1 is attached to and made part of the Healthcare Facility Note (this “Note”)
in the original amount of $4,810,600.00 from RIVERGLEN HOUSE OF LITTLETON, L.L.C., a New Hampshire limited liability
company (“Borrower”),
to HOUSING & HEALTHCARE FINANCE, LLC, a Delaware limited liability company.


 


		1.	Prepayment:



 


		(a)	Borrower
                                         shall have the right, on or after the date of the Note, to prepay the indebtedness evidenced
                                         hereby in whole or in part on the last day of any calendar month after such date during
                                         the term hereof, upon at least thirty (30) days prior written notice to the holder of
                                         this Note, which notice shall specify the date on which the prepayment is to be made,
                                         the principal amount of such prepayment and the total amount to be paid. In
                                         the event of any prepayment, the Borrower shall concurrently pay to the holder
                                         of this Note a prepayment premium equal to the following designated percentages of the
                                         amount of principal of this Note to be so prepaid with respect to any prepayment which
                                         occurs during the following indicated time periods:



  


	Time of Prepayment	 	Prepayment
    Premium
	from May 1, 2014, through April 30, 2015	 	 	10	%
	from May 1, 2015, through April 30, 2016	 	 	9	%
	from May 1, 2016, through April 30, 2017	 	 	8	%
	from May 1, 2017, through April 30, 2018	 	 	7	%
	from May 1, 2018, through April 30, 2019	 	 	6	%
	from May 1, 2019, through April 30, 2020	 	 	5	%
	from May 1, 2020, through April 30, 2021	 	 	4	%
	from May 1, 2021, through April 30, 2022	 	 	3	%
	from May 1, 2022, through April 30, 2023	 	 	2	%
	from May 1, 2023, through April 30, 2024	 	 	1	%
	from May 1, 2024, and thereafter	 	 	0	%



 


Notwithstanding
any partial prepayment of principal made pursuant to the privilege of prepayment set forth in this Note, the Borrower shall not
be relieved of its obligations to make scheduled monthly installments of principal and interest as and when such payments are
due and payable under this Note.


 


		(b)	Notwithstanding
                                         any prepayment prohibition imposed and/or premium required by this Note with respect
                                         to prepayments made prior to May 1, 2023, the indebtedness evidenced by this Note may
                                         be prepaid in whole or in part without the consent of the holder of this Note and without
                                         prepayment premium if the Federal Housing Commissioner (the “Commissioner”)
                                         determines that prepayment will avoid a mortgage insurance claim and is therefore in
                                         the best interests of the Federal Government.



 




    Rider to Note
Page 1 of 2


     


    

  


	 	BORROWER:
	 	 
	 	RIVERGLEN HOUSE OF LITTLETON, L.L.C.
	 	a New Hampshire limited liability company
	 	 
	 	By:	/s/ Jason
    E. Purdy
	 	 	Jason E. Purdy, Managing Member
	 	 
	Dated:  March 27, 2014	 


  








    Rider to Note
Page 2 of 2