Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
provided, however, that(x) in connection with the issuance of a Series of Additional Bonds, the Debt ServiceReserve Requirement shall not be increased by more than an amount equal to 10% of the proceeds from thesale of that Series of Bonds determined in accordance with Section 148(d) of the Code,(y) the amount deposited in the Debt Service Reserve Fund from the proceeds of the sale ofany Series of Bonds shall not exceed 10% of the proceeds from the sale of such Bonds determined inaccordance with Section 148(d) of the Code, and(z) the portion of the Debt Service Reserve Fund allocated to a Series of Bonds that isinvested in higher yielding investments (as defined in Section 148(b) of the Code) may not exceed 10% ofthe proceeds of that Series of Bonds determined in accordance with Section 148(d) of the Code, unless, asto clauses (x) and (y), the Commission and the Bond Trustee receive a No Adverse Effect Opinion as to thedeposit of more than 10% of the proceeds from the sale of that Series of Bonds, or the investment ofamounts exceeding 10% of the amount of the proceeds of that Series of Bonds in Higher YieldingInvestments, whichever is applicable.The Debt Service Reserve Requirement is zero as to the Series 2008A Bonds.“Default” means any circumstance which, with the passage of time or the giving of notice or both, wouldconstitute an “Event of Default.”“Defaulted Interest” means interest on any Series 2008A Bonds that is payable but not duly paid on thedate due.“Designated Corporate Trust Office” means, initially, the Columbus, Ohio corporate trust office of theBond Trustee and the initial Paying Agent and thereafter such office as the Bond Trustee may designate from time totime; provided, that any change in designation shall be effective not sooner than the thirtieth day following themailing by first class mail of notice of that change to the Cleveland Clinic, the Commission and each Holder notearlier than the fifth Business Day prior to that mailing.“Designated Office” means, as to the Bond Trustee, its Designated Corporate Trust Office.“DTC” means The Depository Trust Company (a limited purpose trust company), New York, New York,and its successors and assigns appointed pursuant to the Bond Indenture.“DTC Participant” means those broker-dealers, banks and other financial institutions reflected on thebooks of DTC.“Earliest Optional Redemption Date” means (i) January 1, 2018, as to the Series 2008A Bonds, and (ii)with respect to any Series of Additional Bonds issued in a Fixed Interest Rate Period on their Issuance Date, the datespecified in the Supplemental Bond Indenture providing for issuance of that Series of Additional Bonds.“Escrow Obligations” means Government Obligations and Prerefunded Tax Exempt Obligations and, withrespect to any series of Master Notes, any other securities classified as Escrow Obligations in the RelatedSupplemental Indenture pursuant to which such Master Notes are issued.“Event of Default” means an Event of Default under the document referred to.“Excluded Property” means any assets of “employee pension benefits plans” as defined in the EmployeeRetirement Income Security Act of 1974, as amended, maintained by or for the benefit of the Combined Group andthe real estate designated as Excluded Property pursuant to the terms of the Master Indenture summarized under thecaption “SUMMARY OF BASIC DOCUMENTS — THE MASTER TRUST INDENTURE — EXCLUDEDC-6
PROPERTY”, and all improvements, fixtures, tangible personal property and equipment located thereon and used inconnection therewith. for a description of the existing Excluded Property, see “PART II. THE OBLIGATEDGROUP — A. THE CLEVELAND CLINIC — Principal Facilities — Excluded Property” in Appendix A.“Existing Facilities” means the improvements located on the Leased Real Property, as described more fullyin Exhibit B to the Base Lease, together with any substitutions or additions made from time to time thereto, but lessany removals therefrom, in the manner and to the extent as provided in the Lease.“Expenses” means, for any period, the aggregate of all expenses calculated under generally acceptedaccounting principles, including without limitation any taxes, incurred by the Person or group of Persons involvedduring such period, minus (i) interest on Long-Term Indebtedness, (ii) depreciation and amortization, (iii)extraordinary expenses other than those resulting from the sale of securities (including without limitationextraordinary expenses consisting of losses on the sale of assets which are not securities and of losses on thetermination of pension plans), (iv) any expenses resulting from a forgiveness of or the establishment of reservesagainst Indebtedness of an Affiliate which does not constitute an extraordinary expense and, if such calculation isbeing made with respect to the Combined Group, excluding any such expenses attributable to transactions amongthe Combined Group, (v) losses resulting from any reappraisal, revaluation or write-down of assets (includingwithout limitation unrealized losses on the fair market valuation of Interest Rate Hedges and other hedgingtransactions), (vi) any unrealized losses on investments and (vii) losses from the extinguishment of debt.“Fair Market Value” means (i) for either Real Property or tangible personal property, or both, the valueestablished pursuant to an appraisal made by a Person appointed by the Obligated Group Representative andexperienced in appraising the value of assets similar or identical to the Property who is not an employee or officer ofany member of the Obligated Group or an employee or elected official of any Related Issuer provided that suchappraisal shall be increased or decreased proportionate to any increase or decrease in the consumer price indexbetween the date of such appraisal and the date of determination of Fair Market Value, or if not established by anappraisal, then the insured or insurable value demonstrated either by the policy of insurance or by an appraisal madefor insurance purposes and (ii) for intangible personal property, the Book Value thereof or, in the case of securitieswhich are publicly traded, the average bid price for the business day preceding the date of valuation.“Fairview” means Fairview Hospital, an Ohio nonprofit corporation, together with its successors andpermitted assignees, and currently an Obligated Issuer.“Fiscal Year” means, with respect to each Obligated Issuer, that period beginning January 1 of each yearand ending on December 31 of that year or such other fiscal year as shall be agreed upon by all Obligated Issuers aseach of their annual accounting periods.“Fixed Interest Rate” means the rate to be borne by a Series 2008A Bond from and after the Issuance Date.“Fixed Rate Conversion Date” means the date on which a Series 2008A Bond begins to bear interest at aFixed Interest Rate.“Fixed Rate Period” means, with respect to a particular Series 2008A Bond, the period of timecommencing on the Fixed Rate Conversion Date and ending on its Maturity Date.“Force Majeure” means, without limitation:(a) acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies;orders or restraints of any kind of the government of the United States or of the State or any of theirdepartments, agencies, political subdivisions or officials or any civil or military authority; insurrections;civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornados; storms;droughts; floods; arrests, restraint of government and people; explosions; breakage, malfunction or accidentto facilities, machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor,materials, supplies or transportation; orC-7
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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 and 178: “Bond Indenture” means the Bond
- Page 179: period of three months from the com
- 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
- Page 229 and 230: October __, 2008Page 32008A Bonds c
provided, however, that(x) in connection with the issuance of a Series of Additional Bonds, the Debt ServiceReserve Requirement shall not be increased by more than an amount equal to 10% of the proceeds from thesale of that Series of Bonds determined in accordance with Section 148(d) of the Code,(y) the amount deposited in the Debt Service Reserve Fund from the proceeds of the sale ofany Series of Bonds shall not exceed 10% of the proceeds from the sale of such Bonds determined inaccordance with Section 148(d) of the Code, and(z) the portion of the Debt Service Reserve Fund allocated to a Series of Bonds that isinvested in higher yielding investments (as defined in Section 148(b) of the Code) may not exceed 10% ofthe proceeds of that Series of Bonds determined in accordance with Section 148(d) of the Code, unless, asto clauses (x) and (y), the Commission and the Bond Trustee receive a No Adverse Effect Opinion as to thedeposit of more than 10% of the proceeds from the sale of that Series of Bonds, or the investment ofamounts exceeding 10% of the amount of the proceeds of that Series of Bonds in Higher YieldingInvestments, whichever is applicable.The Debt Service Reserve Requirement is zero as to the Series 2008A Bonds.“Default” means any circumstance which, with the passage of time or the giving of notice or both, wouldconstitute an “Event of Default.”“Defaulted Interest” means interest on any Series 2008A Bonds that is payable but not duly paid on thedate due.“Designated Corporate Trust Office” means, initially, the Columbus, Ohio corporate trust office of theBond Trustee and the initial Paying Agent and thereafter such office as the Bond Trustee may designate from time totime; provided, that any change in designation shall be effective not sooner than the thirtieth day following themailing by first class mail of notice of that change to the <strong>Cleveland</strong> <strong>Clinic</strong>, the Commission and each Holder notearlier than the fifth Business Day prior to that mailing.“Designated Office” means, as to the Bond Trustee, its Designated Corporate Trust Office.“DTC” means The Depository Trust Company (a limited purpose trust <strong>com</strong>pany), New York, New York,and its successors and assigns appointed pursuant to the Bond Indenture.“DTC Participant” means those broker-dealers, banks and other financial institutions reflected on thebooks of DTC.“Earliest Optional Redemption Date” means (i) January 1, 2018, as to the Series 2008A Bonds, and (ii)with respect to any Series of Additional Bonds issued in a Fixed Interest Rate Period on their Issuance Date, the datespecified in the Supplemental Bond Indenture providing for issuance of that Series of Additional Bonds.“Escrow Obligations” means Government Obligations and Prerefunded Tax Exempt Obligations and, withrespect to any series of Master Notes, any other securities classified as Escrow Obligations in the RelatedSupplemental Indenture pursuant to which such Master Notes are issued.“Event of Default” means an Event of Default under the document referred to.“Excluded Property” means any assets of “employee pension benefits plans” as defined in the EmployeeRetirement In<strong>com</strong>e Security Act of 1974, as amended, maintained by or for the benefit of the Combined <strong>Group</strong> andthe real estate designated as Excluded Property pursuant to the terms of the Master Indenture summarized under thecaption “SUMMARY OF BASIC DOCUMENTS — THE MASTER TRUST INDENTURE — EXCLUDEDC-6