Cleveland Clinic Health System Obligated Group - FMSbonds.com

“Officer’s Certificate” means, in the case of any Person which is a corporation, a certificate signed by theChairman, President, any Vice President, Secretary, Treasurer or Controller of such Person; in the case of the entireObligated Group, by the Obligated Group Representative; or in the case of any Person which is not a corporation, bythe managing partner or other person in which the power to act on behalf of such Person is vested by law, theorganizational documents of such Person or by subsequent action of its Governing Body.“Operating Assets” means, with respect to a specified Person, all tangible Property owned by such Personand used in the primary business of such Person.“Operation and Maintenance Expenses” mean the costs paid or incurred by an Obligated Issuer foroperating and maintaining its Property including, but not limited to (a) all costs of supplies in connection with theforegoing; (b) all costs and expenses of management of the Property; (c) all costs and expenses of maintenance andrepair, and other expenses necessary or appropriate in the judgment of the Obligated Issuer to maintain and preserve,the Property in good repair and working order; (d) all administrative costs of the Property, such as salaries andwages (including retirement benefits) of employees, overhead, taxes (if any) and insurance premiums; (e) paymentsin-lieu of taxes to the City or any other public agency in connection with the Electric System; (f) any cost or expensepaid by the Obligated Issuer to comply with requirements of law applicable to the Property or the Obligated Issuer’sownership or operation thereof or in any capacity with respect thereto or any activity in connection therewith; and (g)any other cost or expense which, in accordance with Generally Accepted Accounting Principles, is to be treated as acost of operating or maintaining the Property; but excluding in all cases depreciation, replacement and obsolescencecharges or reserves therefore, and amortization of intangibles.“Opinion of Bond Counsel” means, for purposes of the Bond Indenture, an opinion of Bond Counsel, whichcounsel and opinion, including the scope, form, substance and other aspects thereof, are acceptable to theCommission, the Cleveland Clinic and the Bond Trustee and which opinion may be based on a ruling or rulings ofthe Internal Revenue Service and, for purposes of the Master Indenture, an opinion in writing signed by legalcounsel which shall be nationally recognized as expert in matters pertaining to the validity of obligations ofgovernmental issuers (as such term is defined within the definition of the term “Related Bonds”) and the exemptionfrom federal income taxation of interest on such obligations.“Opinion of Counsel” means, for purposes of the Master Indenture, an opinion in writing signed by legalcounsel who may be an employee of or counsel to any Obligated Issuer and who shall be satisfactory to the MasterTrustee in its reasonable discretion.“Optional Redemption Price” means, (i) as to the Series 2008A Bonds, the principal amount thereof, and(ii) as to any Additional Bonds, the Optional Redemption Price determined or designated in or pursuant to theapplicable Bond Legislation or Supplemental Bond Indenture.“Original Master Indenture” means the Amended and Restated Master Trust Indenture dated as of April 1,2003, between the Cleveland Clinic, CCHS−East Region, Fairview, Lutheran, Marymount, CCF Florida Clinic andCCF Naples, and the Master Trustee.“Original Purchaser” means (i) as to the Series 2008A Bonds, J.P. Morgan Securities, Inc., and (ii) as to aSeries of Additional Bonds, the Person identified as such in or pursuant to the applicable Supplemental BondIndenture.“Outstanding”, as applied to Master Notes and as applied to Indebtedness, means,(a) when used in connection with Master Notes, all Master Notes which have been dulyauthenticated and delivered by the Master Trustee under the Master Indenture, except:(i) Master Notes theretofore cancelled by the Master Trustee or deliveredto the Master Trustee for cancellation;C-15