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Cleveland Clinic Health System Obligated Group - FMSbonds.com

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$147,200,000 Term Bonds Due January 1, 2033__________________* Final MaturityYearPrincipal Amount2030 $34,780,0002031 36,965,0002032 18,615,0002033* 56,840,000At its option, to be exercised on or before the 45th day immediately preceding any Mandatory RedemptionDate, the Commission, or the <strong>Cleveland</strong> <strong>Clinic</strong> on behalf of the Commission, shall receive a credit against thecurrent Mandatory Sinking Fund Requirement, as set forth in the Principal Retirement Schedule opposite the year inwhich the next succeeding Mandatory Redemption Date occurs, if and to the extent there have been redeemed(other than through the operation of Mandatory Sinking Fund Requirements) or purchased by or delivered to theBond Trustee for cancellation and cancelled by the Bond Trustee, and not theretofore applied as a credit againstother mandatory redemption obligations, Series 2008A Bonds maturing on the same date as the Series 2008A Bondssubject to those Mandatory Sinking Fund Requirements on that Mandatory Redemption Date.Extraordinary Optional Redemption. The Series 2008A Bonds will be subject to extraordinary optionalredemption by the Commission, at the direction of the <strong>Cleveland</strong> <strong>Clinic</strong>, at a redemption price equal to the principalamount thereof, plus interest accrued to the redemption date, in the event: (i) of the occurrence of a Casualty Eventor a Condemnation Event and the <strong>Cleveland</strong> <strong>Clinic</strong> exercises its option to prepay the Basic Rent in an amountsufficient to redeem all or a portion of the Series 2008A Bonds then outstanding or (ii)(A) the Board of Trustees ofthe <strong>Cleveland</strong> <strong>Clinic</strong> determines in good faith that continued operation of the property (or portions thereof) financedor refinanced with the proceeds of Series 2008A Bonds is not financially feasible or is otherwise disadvantageous tothe <strong>Cleveland</strong> <strong>Clinic</strong>; (B) as a result thereof, the <strong>Cleveland</strong> <strong>Clinic</strong> sells, leases or otherwise disposes of all or aportion of its property financed or refinanced with the proceeds of Series 2008A Bonds to a person or entityunrelated to the <strong>Cleveland</strong> <strong>Clinic</strong>; and (C) there is delivered to the Commission and the Bond Trustee a writtenstatement of Bond Counsel to the effect that, unless the Series 2008A Bonds are redeemed or retired in the amountspecified either prior to or concurrently with such sale, lease or other disposition, or on a subsequent date prior to thefirst date on which the Series 2008A Bonds are subject to redemption, without premium, at the option of theCommission at the direction of the <strong>Cleveland</strong> <strong>Clinic</strong>, such Bond Counsel will be unable to render a No AdverseEffect Opinion concerning the sale, lease or other disposition of all or a portion of the Leased Premises; providedthat the <strong>Cleveland</strong> <strong>Clinic</strong> provides notice of its intention to prepay Basic Rent for any such purpose in accordancewith the State Financing Lease and that any such redemption is in an amount not greater than the lesser of (1) theportion of the Series 2008A Bonds that remain outstanding the proceeds of which provided financing for the facility,and (2) the net proceeds received by the <strong>Cleveland</strong> <strong>Clinic</strong> from the claims for any losses due to a Casualty Event andfrom any award made in connection with a Condemnation Event.Optional Redemption. The Series 2008A Bonds will be subject to redemption prior to maturity by theCommission, at the direction of the <strong>Cleveland</strong> <strong>Clinic</strong>, on or after January 1, 2018 in whole or in part on any date asdescribed below under “Partial Redemption” at the applicable Optional Redemption Price plus accrued interestthereon to the redemption date.Partial Redemption. If fewer than all of the Outstanding Series 2008A Bonds are called for redemption atone time, the <strong>Cleveland</strong> <strong>Clinic</strong> will designate the maturities and the amount of each maturity of the Series 2008ABonds to be redeemed. If the <strong>Cleveland</strong> <strong>Clinic</strong> does not select the Series 2008A Bonds for redemption, or if Series2008A Bonds within the portions selected by the <strong>Cleveland</strong> <strong>Clinic</strong> are to be redeemed, such redemption will bemade in such manner as the Bond Trustee may determine. Subject to other applicable provisions of the BondIndenture, the portion of any Series 2008A Bond to be redeemed must be in Authorized Denominations.9

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