Cleveland Clinic Health System Obligated Group - FMSbonds.com

(b) the Cleveland Clinic, or if the Cleveland Clinic is not then an Obligated Issuer, eachObligated Issuer, has consented to the admission of the Person to the Obligated Group;(c) the Obligated Group Representative delivers to the Master Trustee an Officer’sCertificate which states that immediately upon the Person’s becoming an Obligated Issuer, no default underthe Master Indenture shall have occurred or be continuing;(d) the Obligated Group Representative delivers to the Master Trustee an Officer’sCertificate and an Opinion of Counsel, each of which shall state that (i) the admission and theSupplemental Indenture comply with the provisions of the Master Indenture; (ii) the admission will notadversely affect the tax treatment of interest under the Code on any Related Bonds secured by anyOutstanding Master Notes; (iii) the Supplemental Indenture and the Master Indenture as so supplementedeach constitute legal, valid and binding obligations of the Person enforceable in accordance with theirrespective terms subject to certain exceptions; (iv) the admission of the Person as an Obligated Issuer andthe Supplemental Indenture will not adversely affect the enforceability of the Master Indenture against anyObligated Issuer; (v) the admission will not cause any Outstanding Master Note or any Indebtednesssecured by an Outstanding Master Note to be subject to registration under the Securities Act of 1933, orany successor legislation, or cause the Master Indenture or any Supplemental Indenture to be subject toqualification under the Trust Indenture Act of 1939 or a similar statute or regulation, unless the requiredregistration or qualification has occurred, and (vi) there has been compliance with all conditions precedentprovided in the Master Indenture relating to the transaction; and(e) the exhibit to the Master Indenture is amended to include a description of the Property ofsuch Person becoming an Obligated Issuer which is to be considered Excluded Property (provided that suchProperty may be treated as Excluded Property only if such Property is real or tangible personal propertyand the primary operations of such Person are not conducted upon such real property).Upon any Person’s becoming an Obligated Issuer as provided above, (i) the Master Trustee may pursue anyremedies consequent upon an Event of Default under the Master Indenture against any Obligated Issuer and (ii) anyright of contribution or right acquired by subrogation by any Obligated Issuer against any other Obligated Issuerarising out of the payment of Indebtedness shall be subordinated to the rights of the Master Trustee and theNoteholders.(II) Group Affiliates. Any Affiliate of an Obligated Issuer may be admitted as a Group Affiliate uponrequest of such Obligated Issuer that such Affiliate become a Group Affiliate accompanied by:(a) a written agreement of such Affiliate (i) to observe and perform the obligations which theObligated Issuer has covenanted to cause Group Affiliates to observe and perform under the MasterIndenture, (ii) subject to Legal Restrictions relating to dispositions of assets by organizations described inSection 501(c)(3) of the Code, that upon the liquidation or dissolution of such Affiliate all remaining assetsthereof shall be transferred to an Obligated Issuer or another Group Affiliate, and (iii) that theorganizational documents of such Affiliate do not prevent such Affiliate from making available to theObligated Issuer or Issuers of which it is an Affiliate, moneys of such Affiliate to be used by suchObligated Issuer to pay principal of and interest on Indebtedness of the Obligated Group and that nocontractual agreements, other than agreements to pay Indebtedness of such Affiliate, exist on the part ofsuch Affiliate that would prevent such Affiliate from making its money available for such purpose;(b)a Board Resolution of such Affiliate authorizing such undertaking; and(c) an Opinion of Counsel to the effect that any transfers of money by such Affiliate to anObligated Issuer to the extent necessary for the Combined Group to make payments under the MasterIndenture are permissible under the laws of the jurisdiction in which such Affiliate is organized and in thecase of any Affiliate which is an organization described in Section 501(c)(3) of the Code, assuming thatsuch Obligated Issuer continues to maintain its status as an organization described in Section 501(c)(3) ofthe Code.C-25