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MORTGAGE, SECURITY
<br /> AGREEMENT,AND ASSIGNMENT OF RENTS
<br /> THIS MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF RENTS,
<br /> dated as of September 1, 2022 (as amended or supplemented, the "Mortgage"), is between PCS
<br /> BUILDING COMPANY, a Minnesota nonprofit corporation, as mortgagor (or any successor
<br /> thereto, the "Company" or "Mortgagor), and U.S. BANK TRUST COMPANY, NATIONAL
<br /> ASSOCIATION, a national banking association, as mortgagee (or any successor thereto, the
<br /> "Trustee" or "Mortgagee"). This Mortgage is for the benefit of the Mortgagee and for the
<br /> registered owners of the Bonds (defined below).
<br /> RECITALS
<br /> WHEREAS, at the request of the Company, the City of Ramsey, Minnesota (the "Issuer")
<br /> has agreed to issue, under the terms of an Indenture of Trust, dated as of September 1, 2022 (the
<br /> "Indenture"),between the Issuer and the Trustee,its (i)Charter School Lease Revenue Refunding
<br /> Bonds (PACT Charter School Project), Series 2022A (the "Series 2022A Bonds") in the original
<br /> aggregate principal amount of $37,095,000; and (ii) Taxable Charter School Lease Revenue
<br /> Refunding Bonds (PACT Charter School Project), Series 2022B (the "Series 2022B Bonds," and
<br /> together with the Series 2022A Bonds, the "Series 2022 Bonds"), in the original aggregate
<br /> principal amount of$315,000; and
<br /> WHEREAS, the Series 2022A Bonds have a final maturity date of June 1, 2057, and the
<br /> Series 2022B Bonds have a final maturity date of June 1, 2026; and
<br /> WHEREAS, the Issuer will loan the proceeds of the Series 2022 Bonds to the Company
<br /> pursuant to the terms of a Loan Agreement, dated as of September 1, 2022 (as amended or
<br /> supplemented from time to time, the "Loan Agreement"), between the Issuer and the Company,
<br /> to(i)(a)currently refund the Issuer's outstanding Lease Revenue Refunding Bonds(PACT Charter
<br /> School Project), Series 2013A (the "Series 2013A Bonds"), the proceeds of which were used to
<br /> advance refund the Issuer's Lease Revenue Bonds (PACT Charter School Project), Series 2004A
<br /> (the "Series 2004 Bonds"), the proceeds of which were used to finance the acquisition,
<br /> construction, and equipping of an approximately 74,000 square-foot school facility located at 7250
<br /> East Ramsey Parkway (the "Original School Facility") in the City of Ramsey, Minnesota (the
<br /> "City"),which is currently leased to and operated by PACT Charter School, a Minnesota nonprofit
<br /> corporation and 501(c)(3) organization (the "School"), as a public charter school for students in
<br /> grades Kindergarten through twelve, and (b) refinance a taxable note by the Company, the
<br /> proceeds of which were used for certain improvements to the Original School Facility; (ii) finance
<br /> certain renovations to the Original School Facility to equip it to serve grades Kindergarten through
<br /> five(the Original School Facility as improved,the "Elementary School Campus"); (iii) finance the
<br /> acquisition of 18 acres of vacant land and the construction and equipping of an approximately
<br /> 115,000 square-foot school facility located at or about 7633 161 st Avenue NW(the "Upper School
<br /> Campus" and,with the Elementary School Campus,the "School Facilities")in the City,which will
<br /> be leased to and operated by the School as a public charter school for students in grades six through
<br /> twelve; (iv) fund required reserves; (v) finance capitalized interest on a portion of the Series 2022
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