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<br />facility (the “2018 Project”), (ii) finance the acquisition, construction and equipping of an 83-unit
<br />independent senior rental housing facility and town center to be added onto the 2018 Project all on a
<br />common campus located in the City of Roseville, Minnesota (the “2020 Project,” and together with the
<br />2018 Project, the “Project”); (iii) fund capitalized interest on the Series 2020 Bonds for a period of time,
<br />(iv) fund required reserves; and (v) pay costs of issuance for the Series 2020 Bonds. Terms not defined in
<br />this Purchase Agreement shall have the meaning given to them in the Indenture of Trust, dated as of May
<br />1, 2020 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as trustee
<br />(the “Trustee”), unless the context clearly indicates otherwise.
<br />The Series 2020 Bonds are payable from and secured by (i) a pledge of payments to be received
<br />by the Issuer pursuant to a Loan Agreement, dated as of May 1, 2020 (the “Loan Agreement”), between
<br />the Issuer and the Borrower; (ii) certain funds held under the Indenture; (iii) a[n Amended and Restated]
<br />Combination Mortgage, Security Agreement, Fixture Financing Statement, and Assignment of Leases and
<br />Rents, dated as of May 1, 2020 (the “Mortgage”), from the Borrower to the Trustee, and (iv) a Limited
<br />Guaranty Agreement, dated as of May 1, 2020 (the “Limited Guaranty”), between Presbyterian Homes
<br />and Services, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the
<br />Code, as guarantor (the “Limited Guarantor”), and the Trustee. This Purchase Agreement and the
<br />following documents: (i) the Loan Agreement; (ii) the Mortgage; (iii) the Continuing Disclosure
<br />Agreement, dated as of May 1, 2020 (the “Disclosure Agreement”), between the Borrower and U.S. Bank
<br />National Association, as dissemination agent; (iv) the Management Services Agreement, dated as of May
<br />1, 2020 (the “Management Agreement”), between the Borrower and PHS Management, LLC, as manager;
<br />and (v) the other documents to which the Borrower is a party are hereinafter referred to as the “Borrower
<br />Documents”.
<br />Under the terms of the Limited Guaranty, the Limited Guarantor has guaranteed up to $4,000,000
<br />(exclusive of the costs of collection) of payments relating to the Series 2020 Bonds to be made by the
<br />Borrower under the Loan Agreement, subject to certain termination provisions contained therein.
<br />It is understood and agreed that the Series 2020 Bonds and the interest thereon are special, limited
<br />obligations of the Issuer payable solely from (i) revenues provided by the Borrower or amounts paid
<br />pursuant to the Indenture or Mortgage (including the Limited Guaranty), and (ii) amounts held in various
<br />funds and accounts as provided in the Indenture. The Series 2020 Bonds shall never constitute a general
<br />indebtedness of the Issuer within the meaning of any state constitutional or statutory provision and do not
<br />give rise to a general or moral obligation of the Issuer, the Host City, the State of Minnesota (the “State”),
<br />or any of its political subdivisions, and do not constitute a charge against the Issuer’s property, general
<br />credit or taxing powers.
<br />The Issuer and the Borrower acknowledge and agree that (i) the purchase and sale of the Series
<br />2020 Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the
<br />Issuer, the Borrower, and the Underwriter, (ii) in connection with such transaction, the Underwriter is
<br />acting solely as a principal and not as an agent or a fiduciary of the Issuer or the Borrower, (iii) the
<br />Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer
<br />or the Borrower with respect to (x) the offering of the Series 2020 Bonds or the process leading thereto or
<br />(y) any other obligation to the Issuer or the Borrower except the obligations expressly set forth in this
<br />Purchase Agreement, and (iv) the Issuer and the Borrower have consulted with their own legal and other
<br />professional advisors to the extent they each deemed appropriate in connection with the offering of the
<br />Series 2020 Bonds.
<br />The Borrower and the Issuer acknowledge that the Underwriter, without regard to priority, may
<br />allocate the Series 2020 Bonds between customer orders and orders that could be considered to be from
<br />“related accounts” for purposes of MSRB Rule G-11. The Issuer and the Borrower hereby agree to the
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