Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
Bond Trustee receives fees from such funds for services rendered, (ii) the Bond Trustee charges andcollects fees for services rendered pursuant to the Bond Indenture, which fees are separate from the feesreceived from such funds, and (iii) services performed for such funds and pursuant to the Bond Indenturemay at times duplicate those provided to such funds by the Bond Trustee or its Affiliates.“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a jointventure, a trust, an unincorporated organization or a government or any agency or political subdivision thereof.“Plans and Specifications” means, as to a particular Project, the plans and specifications prepared or to beprepared for the construction-related aspects of that Project, which shall conform to the description of the Project onfile with the Commission and the Bond Trustee on the Issuance Date for the Series 2008A Bonds issued to financeor refinance costs of the Project, as the same may be changed at the sole discretion of the Cleveland Clinic fromtime to time in accordance with the Lease.“Prerefunded Tax Exempt Obligations” means obligations, rated by each Rating Agency in its highestgrade rating, the interest on which is excludable from the gross income of the owners thereof for federal income taxpurposes, provision for the payment of the principal of and premium, if any, and interest on which shall have beenmade by the irrevocable deposit at least 91 days preceding the date of determination, with a bank or trust companyacting as a trustee for holders of such obligations, of money or Government Obligations, the maturing principal ofand interest on which, when due and payable, without reinvestment will provide money sufficient to pay when duethe principal of and premium, if any, and interest on such obligations, and which money or Government Obligationsare not available to satisfy any other claim, including any claim of the trustee or any claim of any Person claimingthrough the trustee or escrow agent or any claim of any Person to whom the Person on whose behalf suchirrevocable deposit was made, or to whom the trustee or escrow agent may be obligated, whether arising out of theinsolvency of the trustee or escrow agent or otherwise.“Principal Payment Account” means the Principal Payment Account in the Debt Service Fund created inthe Bond Indenture.“Principal Retirement Schedule” means the following installments of principal (including withoutlimitation the amounts to be paid pursuant to the Mandatory Sinking Fund Requirements on the MandatoryRedemption Dates), to be paid on January 1 in the years set forth below:$147,200,000 Term Bonds Due January 1, 2033YearPrincipal Amount2030 $34,780,0002031 36,965,0002032 18,615,0002033* 56,840,000* Final Maturity“Project” or “Projects” means the real, personal or real and personal property acquired, constructed,improved or equipped from the proceeds of the Series 2008A Bonds. For a description of the Projects relating to theSeries 2008A Bonds, see “PLAN OF FINANCE” in the forepart of this Offering Circular.“Project Administrator” means the individual designated by the Cleveland Clinic from time to time tosupervise construction of a Project during the applicable Construction Period. The designation shall be made in awritten certificate furnished to the Commission and the Bond Trustee containing the specimen signature of theProject Administrator and signed on behalf of the Cleveland Clinic by the Authorized Lessee Representative. Thecertificate may designate an alternate or alternates who shall have the same authority, duties and powers as theC-20
Project Administrator. In the event that all individuals so designated become unavailable or unable to act and theCleveland Clinic fails to designate at least one replacement within 20 days after such unavailability or inability toact, the Bond Trustee may, but shall not be required to, appoint an interim Project Administrator to act until theCleveland Clinic designates a replacement.“Project Fund” means the Project Fund created under the Bond Indenture and the accounts andsubaccounts therein.“Property” when used in connection with a particular Person or group of Persons, means any and all rights,titles and interests of such Person or group of Persons in and to any and all property, whether real or personal,tangible or intangible and wherever situated, other than Excluded Property.“Put Indebtedness” means Long-Term Indebtedness which may, at the option of the holder, be tendered onany date prior to its Maturity for a required purchase by the Person who incurred or assumed that Indebtedness, orby any other Person whom the Person who incurred or assumed that Indebtedness is required to reimburse for thepurchase price.“Rating Agency” means Moody’s or Standard & Poor’s and their respective successors and assigns.“Real Property” means that Property which under the laws of the jurisdiction in which such Property islocated is deemed to be “real property.”“Rebate Fund” means the Rebate Fund created under the Bond Indenture and the accounts therein.“Record Date” means the fifteenth day (whether or not a Business Day) of the calendar month nextpreceding an Interest Payment Date therefor, i.e., December 15 and June 15.“Refunding Indebtedness” means any Indebtedness issued for the purpose of refunding Outstanding Long-Term Indebtedness.“Register” means with respect to any Series 2008A Bond, the books kept and maintained by the Registrarfor registration and transfer of Series 2008A Bonds pursuant to the Bond Indenture and, with respect to any MasterNote, the books kept and maintained by the Master Trustee, as Registrar, for registration and transfer of MasterNotes pursuant to the Master Indenture.“Registrar” means, as to any Master Notes, the Master Trustee, and as to the Outstanding Series 2008ABonds, the Bond Trustee, until a successor Registrar shall have been named pursuant to the Bond Indenture and, asto any Additional Bonds, the bank, trust company or other Person designated in or pursuant to the applicable BondLegislation or Supplemental Bond Indenture; provided that with respect to any Series 2008A Bonds, the Registrarshall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934, asamended.“Related Bonds” means the bonds issued by any state of the United States of America or any municipalcorporation or other political subdivision formed under the laws thereof or any body corporate and politic or anyconstituted authority of any of the foregoing empowered to issue obligations on behalf thereof (“governmentalissuer”) pursuant to a single Related Bond Indenture, the proceeds of which are loaned or otherwise made availableto or for the benefit of one or more members of the Obligated Group, directly or indirectly, in consideration, inwhole or in part, of the execution, authentication and delivery of a Master Note or Master Notes to suchgovernmental issuer or Related Bond Trustee.issued.“Related Bond Indenture” means any indenture or resolution pursuant to which a series of Related Bonds is“Related Bond Trustee” means the trustee and its successors in the trusts created under any Related BondIndenture.C-21
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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
- Page 165 and 166: Liabilities and net assetsCurrent l
- Page 167 and 168: Cleveland Clinic Health SystemConso
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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 and 180: period of three months from the com
- 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: (t) liens on money or obligations d
- 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
Project Administrator. In the event that all individuals so designated be<strong>com</strong>e unavailable or unable to act and the<strong>Cleveland</strong> <strong>Clinic</strong> fails to designate at least one replacement within 20 days after such unavailability or inability toact, the Bond Trustee may, but shall not be required to, appoint an interim Project Administrator to act until the<strong>Cleveland</strong> <strong>Clinic</strong> designates a replacement.“Project Fund” means the Project Fund created under the Bond Indenture and the accounts andsubaccounts therein.“Property” when used in connection with a particular Person or group of Persons, means any and all rights,titles and interests of such Person or group of Persons in and to any and all property, whether real or personal,tangible or intangible and wherever situated, other than Excluded Property.“Put Indebtedness” means Long-Term Indebtedness which may, at the option of the holder, be tendered onany date prior to its Maturity for a required purchase by the Person who incurred or assumed that Indebtedness, orby any other Person whom the Person who incurred or assumed that Indebtedness is required to reimburse for thepurchase price.“Rating Agency” means Moody’s or Standard & Poor’s and their respective successors and assigns.“Real Property” means that Property which under the laws of the jurisdiction in which such Property islocated is deemed to be “real property.”“Rebate Fund” means the Rebate Fund created under the Bond Indenture and the accounts therein.“Record Date” means the fifteenth day (whether or not a Business Day) of the calendar month nextpreceding an Interest Payment Date therefor, i.e., December 15 and June 15.“Refunding Indebtedness” means any Indebtedness issued for the purpose of refunding Outstanding Long-Term Indebtedness.“Register” means with respect to any Series 2008A Bond, the books kept and maintained by the Registrarfor registration and transfer of Series 2008A Bonds pursuant to the Bond Indenture and, with respect to any MasterNote, the books kept and maintained by the Master Trustee, as Registrar, for registration and transfer of MasterNotes pursuant to the Master Indenture.“Registrar” means, as to any Master Notes, the Master Trustee, and as to the Outstanding Series 2008ABonds, the Bond Trustee, until a successor Registrar shall have been named pursuant to the Bond Indenture and, asto any Additional Bonds, the bank, trust <strong>com</strong>pany or other Person designated in or pursuant to the applicable BondLegislation or Supplemental Bond Indenture; provided that with respect to any Series 2008A Bonds, the Registrarshall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934, asamended.“Related Bonds” means the bonds issued by any state of the United States of America or any municipalcorporation or other political subdivision formed under the laws thereof or any body corporate and politic or anyconstituted authority of any of the foregoing empowered to issue obligations on behalf thereof (“governmentalissuer”) pursuant to a single Related Bond Indenture, the proceeds of which are loaned or otherwise made availableto or for the benefit of one or more members of the <strong>Obligated</strong> <strong>Group</strong>, directly or indirectly, in consideration, inwhole or in part, of the execution, authentication and delivery of a Master Note or Master Notes to suchgovernmental issuer or Related Bond Trustee.issued.“Related Bond Indenture” means any indenture or resolution pursuant to which a series of Related Bonds is“Related Bond Trustee” means the trustee and its successors in the trusts created under any Related BondIndenture.C-21