Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
“Business Day” means a day that is not (a) a Saturday, Sunday, or (b) a legal holiday on which bankinginstitutions in the State, the State of New York or the city in which the principal office of the Bond Trustee or theMaster Trustee is located are authorized by law to close or (c) a day on which the New York Stock Exchange isclosed.“Capitalization” means for any Person the sum of (a) the aggregate principal amount of all Long-TermIndebtedness, and (b) the Fund Balance of such Person.“Casualty Event” means a Facility shall have been damaged or destroyed (i) to such extent that it cannot bereasonably expected to be restored within a period of three months from the commencement of restoration to acondition of usefulness comparable to that immediately preceding such damage or destruction, or (ii) to such extentthat it is reasonably expected that the Cleveland Clinic will be thereby prevented from carrying on its normaloperations therein or thereon for a period of three months, or (iii) to such an extent that the cost of restorationthereof would exceed twenty percent of the appraised value of the Facility immediately prior to the date on whichsuch damage or destruction occurred.“CCF Florida Clinic” means Cleveland Clinic Florida (a nonprofit corporation), a Florida nonprofitcorporation, together with its successors and permitted assignees, and currently an Obligated Issuer.“CCF Naples Hospital” means Cleveland Clinic Florida Hospital Naples Non Profit Corporation, a Floridanonprofit corporation, and formerly an Obligated Issuer.“CCHS East Region” means Cleveland Clinic Health System−East Region (formerly known as MeridiaHealth System), an Ohio nonprofit corporation, together with its successors and permitted assignees, and currentlyan Obligated Issuer.“Cleveland Clinic” means The Cleveland Clinic Foundation, an Ohio nonprofit corporation, and any and allcorporations succeeding thereto in accordance with the Master Indenture.“Code” means the Internal Revenue Code of 1986, as amended from time to time. When used with respectto the Master Indenture, references to the Code and Sections thereof include, without limitation, relevant regulations,temporary regulations and proposed regulations thereunder and under the Internal Revenue Code of 1954, asamended, and any successor provisions to those Sections, regulations, temporary regulations and proposedregulations. When used with respect to the Bond Indenture, each reference to a section of the Code shall be deemedto include the United States Treasury Regulations, including temporary and proposed regulations, relating to suchsection that are applicable to a series of tax-exempt bonds or the use of the proceeds thereof.“Combined Group” means all of the Obligated Issuers and all of the Group Affiliates.“Commercial Code” means the Uniform Commercial Code as enacted and effective from time to time inthe State.“Commission” means the Ohio Higher Educational Facility Commission, a body both corporate and politic,operating and existing under and by virtue of the provisions of Chapter 3377 of the Ohio Revised Code, togetherwith its successors and any permitted assignees.“Completion Date” means the date specified as such with respect to a Project in accordance with the Lease.“Completion Indebtedness” means any Long-Term Indebtedness or Interim Indebtedness incurred or issuedby any Obligated Issuer for the purpose of financing the completion of a project for which Long-Term Indebtednessor Interim Indebtedness has already been issued or incurred.“Condemnation Event” means title to, or the temporary use of, all or a portion of a Facility shall have beentaken under the exercise of the power of eminent domain by any governmental authority, or Person acting undergovernmental authority, (1) to such extent that the Facility cannot be reasonably expected to be restored within aC-4
period of three months from the commencement of restoration to a condition of comparable usefulness to thatexisting prior to such taking, or (2) to such an extent that it is reasonably expected that such a taking will result inthe Cleveland Clinic being thereby prevented from carrying on its normal operations therein or thereon for a periodof three months, or (3) to such an extent that the appraised value of the Facility taken exceeds twenty percent of theappraised value of the Leased Facility immediately prior to that taking.“Consent”, “Order” and “Request” of any Person mean, respectively, a written consent, order or requestsigned in the name of such Person by the Chairman of its Governing Body, the President, the Executive Director ora Vice President and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretaryor an Assistant Secretary of such Person and delivered to the Master Trustee.“Construction Period” means the period beginning with the commencement of the acquisition andconstruction of a Project and ending on its Completion Date therefor.“Continuing Disclosure Agreement” means, initially, the Amended and Restated Master ContinuingDisclosure Agreement dated as of April 1, 2003 between the Cleveland Clinic, as Obligated Group Representative,and Digital Assurance Certification, L.L.C., as dissemination agent, or such other agreement or undertaking thatsatisfies the continuing disclosure requirements of Rule 15c2-12.“County Base Lease” means the Base Lease dated as of July 1, 1987, as amended and supplemented fromtime to time in accordance with its terms, between the Cleveland Clinic, as base lessor, and Cuyahoga County, asbase lessee.“County Bond Indenture” means the Trust Indenture dated as of July 1, 1987, between Cuyahoga Countyand the County Bond Trustee, as amended and supplemented.“County Bond Trustee” means The Huntington National Bank, in its capacity as trustee under the CountyBond Indenture.“County Financing Lease” means the Lease dated as of July 1, 1987, as amended and supplemented fromtime to time in accordance with its terms, between Cuyahoga County, as lessor, and the Cleveland Clinic, as lessee.“Cuyahoga County” means the County of Cuyahoga, Ohio, a county and political subdivision of the State.“Debt Service Coverage Ratio” means the ratio of Net Income Available for Debt Service of a Person forthe period in question to the Maximum Annual Debt Service Requirements of that same Person.“Debt Service Fund” means the Debt Service Fund created in the Bond Indenture and the accounts therein.“Debt Service Reserve Fund” means the Debt Service Reserve Fund created in the Bond Indenture and theaccounts therein.“Debt Service Reserve Requirement” means, as of the date of any calculation, as to any Bonds that arerequired to be secured by property deposited in an account of the Debt Service Reserve Fund, an amount (suchamount may take the form of cash, securities eligible for deposit therein as provided in the Bond Indenture, aninsurance policy or surety bond from a municipal bond insurer or a letter of credit or other credit facility or acombination thereof as provided in the Bond Indenture) that is equal to the lesser of:(a) the maximum amount required to be paid into the Debt Service Fund for Bond ServiceCharges on all outstanding Bonds of that Series in the then current or any succeeding year ending onDecember 31;(b)(c)125% of the average annual debt service due on all outstanding Bonds of that Series; or10% of the proceeds from the sale of all outstanding Bonds of that Series;C-5
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- Page 159 and 160: Other Financial Information
- Page 161 and 162: • Ernst & Young LLPSuite 1300925
- Page 163 and 164: Liabilities and net assetsCurrent l
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- Page 173 and 174: APPENDIX CSUMMARY OF BASIC DOCUMENT
- Page 175 and 176: APPENDIX CSUMMARY OF BASIC DOCUMENT
- Page 177: “Bond Indenture” means the Bond
- Page 181 and 182: PROPERTY”, and all improvements,
- Page 183 and 184: direct, express or charitable trust
- Page 185 and 186: Rate Hedge” for purposes of this
- Page 187 and 188: Debt according to a fixed schedule
- Page 189 and 190: “Officer’s Certificate” means
- Page 191 and 192: provided, however, that Series 2008
- Page 193 and 194: (t) liens on money or obligations d
- Page 195 and 196: Project Administrator. In the event
- Page 197 and 198: “Stated Maturity” means, when u
- Page 199 and 200: (b) the Cleveland Clinic, or if the
- Page 201 and 202: (d) the Master Trustee receives an
- Page 203 and 204: (g) the loan of cash or other non-O
- Page 205 and 206: under this caption shall be deemed
- Page 207 and 208: Supplemental Indenture to which suc
- Page 209 and 210: emedy thereunder, unless the Noteho
- Page 211 and 212: purchase or other acquisition or re
- Page 213 and 214: limitation, (A) the Special Funds a
- Page 215 and 216: (b) Default in the payment of the p
- Page 217 and 218: Fund Requirements, in the order of
- Page 219 and 220: (g) to evidence the appointment of
- Page 221 and 222: THE LEASEThe Lease contains various
- Page 223 and 224: (a) Failure by the Cleveland Clinic
- Page 225 and 226: APPENDIX DPROPOSED FORM OF OPINION
- Page 227 and 228: PROPOSED TEXT OF LEGAL OPINION OFSQ
“Business Day” means a day that is not (a) a Saturday, Sunday, or (b) a legal holiday on which bankinginstitutions in the State, the State of New York or the city in which the principal office of the Bond Trustee or theMaster Trustee is located are authorized by law to close or (c) a day on which the New York Stock Exchange isclosed.“Capitalization” means for any Person the sum of (a) the aggregate principal amount of all Long-TermIndebtedness, and (b) the Fund Balance of such Person.“Casualty Event” means a Facility shall have been damaged or destroyed (i) to such extent that it cannot bereasonably expected to be restored within a period of three months from the <strong>com</strong>mencement of restoration to acondition of usefulness <strong>com</strong>parable to that immediately preceding such damage or destruction, or (ii) to such extentthat it is reasonably expected that the <strong>Cleveland</strong> <strong>Clinic</strong> will be thereby prevented from carrying on its normaloperations therein or thereon for a period of three months, or (iii) to such an extent that the cost of restorationthereof would exceed twenty percent of the appraised value of the Facility immediately prior to the date on whichsuch damage or destruction occurred.“CCF Florida <strong>Clinic</strong>” means <strong>Cleveland</strong> <strong>Clinic</strong> Florida (a nonprofit corporation), a Florida nonprofitcorporation, together with its successors and permitted assignees, and currently an <strong>Obligated</strong> Issuer.“CCF Naples Hospital” means <strong>Cleveland</strong> <strong>Clinic</strong> Florida Hospital Naples Non Profit Corporation, a Floridanonprofit corporation, and formerly an <strong>Obligated</strong> Issuer.“CCHS East Region” means <strong>Cleveland</strong> <strong>Clinic</strong> <strong>Health</strong> <strong>System</strong>−East Region (formerly known as Meridia<strong>Health</strong> <strong>System</strong>), an Ohio nonprofit corporation, together with its successors and permitted assignees, and currentlyan <strong>Obligated</strong> Issuer.“<strong>Cleveland</strong> <strong>Clinic</strong>” means The <strong>Cleveland</strong> <strong>Clinic</strong> Foundation, an Ohio nonprofit corporation, and any and allcorporations succeeding thereto in accordance with the Master Indenture.“Code” means the Internal Revenue Code of 1986, as amended from time to time. When used with respectto the Master Indenture, references to the Code and Sections thereof include, without limitation, relevant regulations,temporary regulations and proposed regulations thereunder and under the Internal Revenue Code of 1954, asamended, and any successor provisions to those Sections, regulations, temporary regulations and proposedregulations. When used with respect to the Bond Indenture, each reference to a section of the Code shall be deemedto include the United States Treasury Regulations, including temporary and proposed regulations, relating to suchsection that are applicable to a series of tax-exempt bonds or the use of the proceeds thereof.“Combined <strong>Group</strong>” means all of the <strong>Obligated</strong> Issuers and all of the <strong>Group</strong> Affiliates.“Commercial Code” means the Uniform Commercial Code as enacted and effective from time to time inthe State.“Commission” means the Ohio Higher Educational Facility Commission, a body both corporate and politic,operating and existing under and by virtue of the provisions of Chapter 3377 of the Ohio Revised Code, togetherwith its successors and any permitted assignees.“Completion Date” means the date specified as such with respect to a Project in accordance with the Lease.“Completion Indebtedness” means any Long-Term Indebtedness or Interim Indebtedness incurred or issuedby any <strong>Obligated</strong> Issuer for the purpose of financing the <strong>com</strong>pletion of a project for which Long-Term Indebtednessor Interim Indebtedness has already been issued or incurred.“Condemnation Event” means title to, or the temporary use of, all or a portion of a Facility shall have beentaken under the exercise of the power of eminent domain by any governmental authority, or Person acting undergovernmental authority, (1) to such extent that the Facility cannot be reasonably expected to be restored within aC-4