Cleveland Clinic Health System Obligated Group - FMSbonds.com

maturity of United States Treasury securities adjusted to a constant maturity of thirty (30) years aspublished by the Board of Governors of the Federal Reserve System; or(b) The rate per annum set forth in a certificate or opinion of a nationally recognized firm ofinvestment bankers or financial consultants delivered to the Master Trustee (and dated within 90 days priorto the date of delivery) as being the lowest rate of interest (which may be a rate which reflects the exclusionof such interest from the gross income of the holder for federal income tax purposes if that exclusion is thenavailable) at which Indebtedness having comparable terms and security, amortized on a level debt servicebasis over a period of time equal to the Assumed Amortization Period, and issued or incurred by health careinstitutions of comparable credit standing would, if being offered as of such last day of the calendar month,be marketable on reasonable and customary terms.“Authenticating Agent” means the Bond Trustee and the Registrar for the Series 2008A Bonds and anybank, trust company or other Person designated as an Authenticating Agent for those Series 2008A Bonds, by or inaccordance with the Bond Indenture; provided in each case that the Authenticating Agent shall be a transfer agentregistered in accordance with Section 17A(c) of the Exchange Act.“Authorized Denomination” means $5,000 and integral multiples thereof.“Authorized Lessee Representative” means the individual designated from time to time as the representativeof the Cleveland Clinic under the Lease. The designation shall be made in a written certificate furnished to theCommission and the Bond Trustee containing the specimen signature of the Authorized Lessee Representative andshall be signed by, when used with respect to the Master Indenture, the Executive Vice President, Treasurer or theSecretary of the Cleveland Clinic, and when used with respect to the Bond Indenture, the Chief Executive Officer orChief Financial Officer of the Cleveland Clinic. The certificate may designate an alternate or alternates who shallhave the same authority, duties and powers as the Authorized Lessee Representative. In the event that allindividuals so designated become unavailable or unable to act and the Cleveland Clinic fails to designate at least onereplacement within 20 days after that unavailability or inability, the Bond Trustee may appoint an interimAuthorized Lessee Representative to act until the Cleveland Clinic designates a replacement.“Balloon Debt” means Put Indebtedness or Long-Term Indebtedness the principal of (and premium, if any)and interest and other debt service charges on which in any Fiscal Year either are equal to at least 25% of the totalprincipal of (and premium, if any) and interest and other debt service charges on such Long-Term Indebtedness orexceed by more than 50% the greatest amount of principal of (and premium, if any) and interest and other debtservice charges on such Long-Term Indebtedness due in any preceding or succeeding Fiscal Year.“Bankruptcy Affiliate” means an “affiliate” as defined in the United States Bankruptcy Code.“Base Lease” means the Base Lease dated as of September 1, 2008, between the Cleveland Clinic, as lessor,and the State, acting by and through the Commission, as lessee, as it may be amended or supplemented from time totime in accordance with its terms.“Basic Rent” means the rent payable by the Cleveland Clinic under the Lease summarized under thecaption “SUMMARY OF BASIC DOCUMENTS – THE LEASE – RENT” in this Appendix C.“Board Resolution” of any specified Person means a copy of a resolution certified by the Personresponsible for maintaining the records of the Governing Body of such Person to have been duly adopted by theGoverning Body of such Person and to be in full force and effect on the date of such certification, and delivered tothe Master Trustee.“Bond Counsel” means any nationally recognized municipal bond counsel acceptable to the ClevelandClinic, the Commission and the Bond Trustee.C-2