Cleveland Clinic Health System Obligated Group - FMSbonds.com

(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