Cleveland Clinic Health System Obligated Group - FMSbonds.com

Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com

09.07.2015 Views

“Related Issuer” means the governmental issuer of any issue of Related Bonds.“Related Supplemental Indenture” when used with reference to Master Notes of a particular series, meansthe Supplemental Indenture creating such series.“Rental Payment Date” means each date that Bond Service Charges shall be due under the Bond Indenture,or any date specified in a supplement to the Lease as the date for payment of Basic Rent to meet principal andinterest requirements of any Additional Bonds, or any date on which payment of the installments of Basic Rent isaccelerated pursuant to the Lease.“Revenues” means, for any period, (i) in the case of any Person providing health care services, the sum of(a) net patient service revenues, plus (b) other operating revenues, plus (c) non-operating revenues, minus (i)extraordinary revenues derived from the sale of assets which are not securities (ii) any gain from the extinguishmentof debt or termination of pension plans (iii) other extraordinary revenues other than those derived from the sale ofsecurities or (iv) any unrealized gains on investments (including without limitation unrealized gains on the fairmarket valuation of Interest Rate Hedges and other hedging transactions), all as determined in accordance withgenerally accepted accounting principles; and (ii) in the case of any other Person, gross revenues less sale discountsand sale returns and allowances, as determined in accordance with generally accepted accounting principles, butexcluding in any event (a) any gains on the sale or other disposition of investments or fixed or capital assets not inthe ordinary course, (b) earnings resulting from any reappraisal, revaluation or write-up of assets (including withoutlimitation unrealized gains on the fair market valuation of Interest Rate Hedges and other hedging transactions) or (c)unrealized gains on investments; provided, however, that if such calculation is being made with respect to theCombined Group, such calculation shall be made in such a manner so as to exclude any revenues attributable totransactions among the Combined Group.“Series” means the Series 2008A Bonds and any Additional Bonds issued under the Bond Indenture thatare designated as a separate Series in the related Supplemental Bond Indenture providing for their issuance.“Series 2008 Project Account” or “Project Account” means the account in the Project Fund so designatedin the Bond Indenture.“Series 2008A Bonds” means the $452,340,000 aggregate principal amount of State of Ohio HospitalRevenue Bonds, Series 2008A (Cleveland Clinic Health System Obligated Group) initially authorized to be issuedby the State pursuant to the terms and conditions of Section 2.01 of the Bond Indenture.“Short-Term” when used in connection with Indebtedness (including Master Notes), means Indebtednesswhich is not Long-Term.“Special Funds” means the Project Fund, the Debt Service Fund and the Debt Service Reserve Fund andthe accounts therein, as created under the Bond Indenture.“Special Record Date” means, with respect to the Bond Indenture, the date fixed by the Bond Trusteepursuant to Section 2.01 of the Bond Indenture for the payment of Defaulted Interest, and with respect to any MasterNote, the date established by the Master Trustee in connection with the payment of overdue interest on the MasterNote pursuant to Section 2.07 of the Master Indenture.“Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw HillCompanies, Inc., a corporation organized and existing under the laws of the State of New York, its successors andassigns, and, if such division or corporation shall be dissolved or liquidated or shall no longer perform the functionsof a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognizedsecurities rating agency designated by the Cleveland Clinic by notice to the Bond Trustee and the Commission.“State” means the State of Ohio.C-22

“Stated Maturity” means, when used with respect to the principal of or interest on any Indebtedness, anydate specified in the instrument evidencing such Indebtedness as a fixed date on which the principal of suchIndebtedness, or any installment thereof, or the fixed date on which an installment of interest is due and payable.“Subordinated Indebtedness” means Indebtedness conforming to the terms and provisions of the MasterIndenture summarized under the caption “SUMMARY OF BASIC DOCUMENTS — THE MASTER TRUSTINDENTURE — SUBORDINATED INDEBTEDNESS” in this Appendix C.“Supplemental Bond Indenture” means a supplement to the Bond Indenture signed and delivered by theState, acting by and through the Commission, and the Bond Trustee in accordance with the Bond Indenture.“Supplemental Indenture” means an indenture supplemental to, and authorized and executed pursuant tothe terms of the Master Indenture for the purpose of creating a particular series of Master Notes issued thereunder,or amending or supplementing the terms of the Master Indenture.“2008 Project” means any real, personal, or real and personal property (i) identified generally in Exhibit Cto the Lease or pursuant to any amendment of the Lease or change in the Plans and Specifications relating to the2008 Project in accordance with the terms of the Lease or in a certificate of the Project Administrator given pursuantto the Lease; or (ii) the costs of which are paid from the proceeds of the Series 2008A Bonds or otherwise financedfrom the 2008 Project Account; or provided as a replacement of or in substitution for property described in clause (i)or (ii) or in addition thereto and which forms an integral part of the 2008 Project.“Tax Agreement” means, as to the Series 2008A Bonds comprising a single “issue” for federal income taxpurposes under the Code, the Tax Certificate and Agreement dated the Issuance Date of the respective Series 2008ABonds, by and among the Commission, the Cleveland Clinic and the Bond Trustee, as it may be amended orsupplemented from time to time in accordance with its terms.“Tax-Exempt Obligations” means obligations the interest on which is excludable from the gross income ofthe holder thereof for federal income tax purposes.“Tax-Exempt Organization” means any organization described in Section 501(c)(3) of the Code that isexempt from federal income taxation under Section 501(a) of the Code, and any “governmental unit” as that term isused in Section 103(b)(3) of the Code.“Unassigned Rights” means all of the rights of the Commission:Lease;(a)(b)(c)to receive Additional Payments as contemplated in the Lease;to be named as an insured party under insurance policies or plans as contemplated in theto be held harmless and indemnified under Section 9.9 of the Lease;(d) to exercise any remedies that are authorized to be exercised by the Commission under theLease in connection with an Event of Default under Section 13.1(b) of the Lease as summarized in clause(b) under the caption “SUMMARY OF BASIC DOCUMENTS – THE LEASE – DEFAULTS ANDREMEDIES”;(e)(f)to be reimbursed for attorney’s fees and expenses under the Lease; andto execute amendments to the Lease.“United States Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Sections 101 to 133.C-23

“Related Issuer” means the governmental issuer of any issue of Related Bonds.“Related Supplemental Indenture” when used with reference to Master Notes of a particular series, meansthe Supplemental Indenture creating such series.“Rental Payment Date” means each date that Bond Service Charges shall be due under the Bond Indenture,or any date specified in a supplement to the Lease as the date for payment of Basic Rent to meet principal andinterest requirements of any Additional Bonds, or any date on which payment of the installments of Basic Rent isaccelerated pursuant to the Lease.“Revenues” means, for any period, (i) in the case of any Person providing health care services, the sum of(a) net patient service revenues, plus (b) other operating revenues, plus (c) non-operating revenues, minus (i)extraordinary revenues derived from the sale of assets which are not securities (ii) any gain from the extinguishmentof debt or termination of pension plans (iii) other extraordinary revenues other than those derived from the sale ofsecurities or (iv) any unrealized gains on investments (including without limitation unrealized gains on the fairmarket valuation of Interest Rate Hedges and other hedging transactions), all as determined in accordance withgenerally accepted accounting principles; and (ii) in the case of any other Person, gross revenues less sale discountsand sale returns and allowances, as determined in accordance with generally accepted accounting principles, butexcluding in any event (a) any gains on the sale or other disposition of investments or fixed or capital assets not inthe ordinary course, (b) earnings resulting from any reappraisal, revaluation or write-up of assets (including withoutlimitation unrealized gains on the fair market valuation of Interest Rate Hedges and other hedging transactions) or (c)unrealized gains on investments; provided, however, that if such calculation is being made with respect to theCombined <strong>Group</strong>, such calculation shall be made in such a manner so as to exclude any revenues attributable totransactions among the Combined <strong>Group</strong>.“Series” means the Series 2008A Bonds and any Additional Bonds issued under the Bond Indenture thatare designated as a separate Series in the related Supplemental Bond Indenture providing for their issuance.“Series 2008 Project Account” or “Project Account” means the account in the Project Fund so designatedin the Bond Indenture.“Series 2008A Bonds” means the $452,340,000 aggregate principal amount of State of Ohio HospitalRevenue Bonds, Series 2008A (<strong>Cleveland</strong> <strong>Clinic</strong> <strong>Health</strong> <strong>System</strong> <strong>Obligated</strong> <strong>Group</strong>) initially authorized to be issuedby the State pursuant to the terms and conditions of Section 2.01 of the Bond Indenture.“Short-Term” when used in connection with Indebtedness (including Master Notes), means Indebtednesswhich is not Long-Term.“Special Funds” means the Project Fund, the Debt Service Fund and the Debt Service Reserve Fund andthe accounts therein, as created under the Bond Indenture.“Special Record Date” means, with respect to the Bond Indenture, the date fixed by the Bond Trusteepursuant to Section 2.01 of the Bond Indenture for the payment of Defaulted Interest, and with respect to any MasterNote, the date established by the Master Trustee in connection with the payment of overdue interest on the MasterNote pursuant to Section 2.07 of the Master Indenture.“Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw HillCompanies, Inc., a corporation organized and existing under the laws of the State of New York, its successors andassigns, and, if such division or corporation shall be dissolved or liquidated or shall no longer perform the functionsof a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognizedsecurities rating agency designated by the <strong>Cleveland</strong> <strong>Clinic</strong> by notice to the Bond Trustee and the Commission.“State” means the State of Ohio.C-22

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