Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
Withdrawal from the Combined Group(I) Obligated Issuers. Any Person that has become an Obligated Issuer may, upon 30 days’ priorwritten notice to the Master Trustee, withdraw as an Obligated Issuer, and the Master Trustee, upon request ofthe Obligated Issuer and at the withdrawing Obligated Issuer’s expense, shall execute and deliver an appropriateinstrument releasing the Obligated Issuer from any liability or obligation under the provisions of the MasterIndenture provided that:(a)the withdrawing Obligated Issuer has requested the release by Board Resolution;(b) the Cleveland Clinic, or if the Cleveland Clinic is not then an Obligated Issuer, eachObligated Issuer, has consented to the release of the Person as an Obligated Issuer as evidenced by a BoardResolution;(c) there shall have been delivered to the master trustee an officer’s certificate of theobligated group representative that, based on the audited financial statements of the combined group for themost recent fiscal year for which such audited financial statements are available and assuming that theproposed withdrawal occurred at the beginning of that fiscal year, the combined group would not have beenin default under the provisions of the master indenture summarized under the caption “SUMMARY OFBASIC DOCUMENTS — THE MASTER TRUST INDENTURE — RATE COVENANT”;(d) no default under the Master Indenture shall have occurred and be continuing immediatelyafter giving effect to the withdrawal; and(e) the Obligated Group Representative shall have delivered to the Master Trustee anOfficer’s Certificate and an Opinion of Counsel, each of which shall state that the withdrawal will notadversely affect the tax treatment under the Code of interest on any Related Bonds secured by Master Notesand that there has been compliance with all conditions precedent provided in the Master Indenture relatingto the transaction.Following the withdrawal of a Person as an Obligated Issuer, that Person shall not be liable on orresponsible for any Master Note whether or not the Person was the Maker of the Master Note. The Master Trusteeshall execute and deliver to the Person withdrawing as an Obligated Issuer an instrument releasing that Person fromall liability and responsibility as a Maker of any Master Notes.The foregoing notwithstanding, the Cleveland Clinic will covenant that it will not withdraw as an ObligatedIssuer so long as any bonds are outstanding.(II) Group Affiliates. Any Person shall be released from its obligations and status as a Group Affiliateupon request of an Obligated Issuer that such Person no longer be a Group Affiliate if:(a)the withdrawing Group Affiliate has requested such release by Board Resolution;(b) the Cleveland Clinic, or if the Cleveland Clinic is not then an Obligated Issuer, eachObligated Issuer, has consented to the release of such Person as a Group Affiliate as evidenced by a BoardResolution;(c) there shall have been delivered to the master trustee an officer’s certificate of theobligated group representative that, based on the audited financial statements of the combined group for themost recent fiscal year for which such audited financial statements are available and assuming that theproposed withdrawal occurred at the beginning of that fiscal year, the combined group would not have beenin default under the provisions of the master indenture summarized under the caption “SUMMARY OFBASIC DOCUMENTS — THE MASTER TRUST INDENTURE — RATE COVENANT”; andC-26
(d) the Master Trustee receives an Officer’s Certificate of the Person requesting such release,dated within 10 days of the date of such request, stating that all conditions precedent provided for under theMaster Indenture relating to the release of such Person as a Group Affiliate have been complied with andthat, were such Person released as a Group Affiliate on the date of such Officer’s Certificate, no Event ofDefault would arise out of such release.NEGATIVE LIEN COVENANTEach Obligated Issuer covenants that, so long as any Master Note is Outstanding, it will not, and will notpermit any Group Affiliate which it controls, to grant, create, assume, or incur any mortgage, lien, charge or otherencumbrance on, or pledge of or security interest in, any of its present or future Property, except:(a)Permitted Encumbrances; and(b) mortgages, liens, charges, encumbrances, pledges or other security interests created byany Obligated Issuer as security for Indebtedness owed to another Obligated Issuer or by any GroupAffiliate as security for Indebtedness owed to any member of the Combined Group; and(c) purchase or construction money mortgages, liens, pledges or security interests (whichterm for purposes of this clause shall include conditional sale agreements or other title retention agreementsand leases in the nature of title retention agreements), and renewals thereof, upon or in tangible Propertyacquired or improved after the execution date of the Master Indenture, provided that no mortgage, lien,charge, encumbrance, pledge or security interest extends or shall extend to or cover any Property of theCombined Group other than the Property then being acquired or constructed or on which improvements arebeing so constructed, and fixed improvements then or later erected and related insurance coverage andproceeds; and(d) any mortgages, liens, charges, encumbrances, pledges or other security interests of anykind upon any Property of any Obligated Issuer or Group Affiliate or any conditional sale agreement orsimilar title retention agreement with respect to any such Property, if effective provision is made wherebythe Outstanding Master Notes shall be directly secured by the mortgages, liens, charges, encumbrances,pledges or security interests equally and ratably upon the same Property, or upon other Property with a FairMarket Value at least equal to the Fair Market Value of Property to be encumbered, with any and all otherobligations and Indebtedness thereby secured for so long as the obligations or Indebtedness are so secured;and(e) any mortgage, lien, charge, encumbrance, pledge or security interest that is existing onany Property of the Cleveland Clinic on the execution date of the Master Indenture or any mortgage, lien,charge, encumbrance, pledge or security interest that is existing on any real or personal property on the dateof acquisition thereof, or that is existing on the Property of any Person on the date the Person becomes amember of the Combined Group; provided, however, that (except in the case of liens on property of theCleveland Clinic existing on the date of execution of the Master Indenture), those liens were created beforethe date of final action by the Governing Body of such Person authorizing the acquisition of such Propertyor such Person to become a member of the Combined Group and there is delivered to the Master Trustee anOfficer’s Certificate of such Person containing a determination to the effect that such liens were not createdin order to avoid the limitations of the Master Indenture; and provided further that no lien so described maybe extended or may be modified to include any Property of the Combined Group not subject to such lien onsuch date, except to the extent that such lien, as so extended or modified is permitted under any provisionof the Master Indenture; and(f) any mortgage, lien, charge, encumbrance, pledge or security interest upon any Propertyof the Combined Group securing Non-Recourse Indebtedness; and(g) any mortgage, lien, charge, encumbrance, pledge or other security interest of any kind, if(I) the Book Value of all Property of the Combined Group subjected to mortgages, liens, charges,C-27
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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 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 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: (b) the Cleveland Clinic, or if the
- 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
Withdrawal from the Combined <strong>Group</strong>(I) <strong>Obligated</strong> Issuers. Any Person that has be<strong>com</strong>e an <strong>Obligated</strong> Issuer may, upon 30 days’ priorwritten notice to the Master Trustee, withdraw as an <strong>Obligated</strong> Issuer, and the Master Trustee, upon request ofthe <strong>Obligated</strong> Issuer and at the withdrawing <strong>Obligated</strong> Issuer’s expense, shall execute and deliver an appropriateinstrument releasing the <strong>Obligated</strong> Issuer from any liability or obligation under the provisions of the MasterIndenture provided that:(a)the withdrawing <strong>Obligated</strong> Issuer has requested the release by Board Resolution;(b) the <strong>Cleveland</strong> <strong>Clinic</strong>, or if the <strong>Cleveland</strong> <strong>Clinic</strong> is not then an <strong>Obligated</strong> Issuer, each<strong>Obligated</strong> Issuer, has consented to the release of the Person as an <strong>Obligated</strong> Issuer as evidenced by a BoardResolution;(c) there shall have been delivered to the master trustee an officer’s certificate of theobligated group representative that, based on the audited financial statements of the <strong>com</strong>bined group for themost recent fiscal year for which such audited financial statements are available and assuming that theproposed withdrawal occurred at the beginning of that fiscal year, the <strong>com</strong>bined group would not have beenin default under the provisions of the master indenture summarized under the caption “SUMMARY OFBASIC DOCUMENTS — THE MASTER TRUST INDENTURE — RATE COVENANT”;(d) no default under the Master Indenture shall have occurred and be continuing immediatelyafter giving effect to the withdrawal; and(e) the <strong>Obligated</strong> <strong>Group</strong> Representative shall have delivered to the Master Trustee anOfficer’s Certificate and an Opinion of Counsel, each of which shall state that the withdrawal will notadversely affect the tax treatment under the Code of interest on any Related Bonds secured by Master Notesand that there has been <strong>com</strong>pliance with all conditions precedent provided in the Master Indenture relatingto the transaction.Following the withdrawal of a Person as an <strong>Obligated</strong> Issuer, that Person shall not be liable on orresponsible for any Master Note whether or not the Person was the Maker of the Master Note. The Master Trusteeshall execute and deliver to the Person withdrawing as an <strong>Obligated</strong> Issuer an instrument releasing that Person fromall liability and responsibility as a Maker of any Master Notes.The foregoing notwithstanding, the <strong>Cleveland</strong> <strong>Clinic</strong> will covenant that it will not withdraw as an <strong>Obligated</strong>Issuer so long as any bonds are outstanding.(II) <strong>Group</strong> Affiliates. Any Person shall be released from its obligations and status as a <strong>Group</strong> Affiliateupon request of an <strong>Obligated</strong> Issuer that such Person no longer be a <strong>Group</strong> Affiliate if:(a)the withdrawing <strong>Group</strong> Affiliate has requested such release by Board Resolution;(b) the <strong>Cleveland</strong> <strong>Clinic</strong>, or if the <strong>Cleveland</strong> <strong>Clinic</strong> is not then an <strong>Obligated</strong> Issuer, each<strong>Obligated</strong> Issuer, has consented to the release of such Person as a <strong>Group</strong> Affiliate as evidenced by a BoardResolution;(c) there shall have been delivered to the master trustee an officer’s certificate of theobligated group representative that, based on the audited financial statements of the <strong>com</strong>bined group for themost recent fiscal year for which such audited financial statements are available and assuming that theproposed withdrawal occurred at the beginning of that fiscal year, the <strong>com</strong>bined group would not have beenin default under the provisions of the master indenture summarized under the caption “SUMMARY OFBASIC DOCUMENTS — THE MASTER TRUST INDENTURE — RATE COVENANT”; andC-26
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