Cleveland Clinic Health System Obligated Group - FMSbonds.com

under this caption shall be deemed to have been complied with even if the Debt Service Coverage Ratio for anysubsequent Fiscal Year is below 1.00. The Obligated Group need not employ an Independent Consultant in theFiscal Year immediately following the Fiscal Year in which an Independent Consultant’s recommendations arereceived if in such Fiscal Year the aforesaid Debt Service Coverage Ratio is not met.MERGER AND CONSOLIDATIONEach Obligated Issuer shall not, and shall not permit any Group Affiliate which it controls to, and shall notpermit any Affiliate which it controls and which controls a Group Affiliate to permit that Group Affiliate to,consolidate with or merge into any corporation or convey or transfer its Property substantially as an entirety to anyPerson, unless (a) the consolidation, merger, transfer or conveyance is between two Obligated Issuers or betweenGroup Affiliates or an Obligated Issuer and a Group Affiliate or (b) all the following conditions exist: (i) the Personformed by the consolidation or into which the Obligated Issuer or Group Affiliate merges, or the Person acquiringsubstantially all of the Property of the Obligated Issuer or Group Affiliate as an entirety, shall be a Person organizedand existing under the laws of the United States of America or any state or the District of Columbia and if themerging, consolidating or transferring Person is an Obligated Issuer, shall become an Obligated Issuer and shallexpressly assume the due and punctual payment of the principal of and premium, if any, and interest on all MasterNotes and the performance and observance of every covenant and condition of the Master Indenture to be performedor observed on the part of an Obligated Issuer; (ii) the Obligated Group Representative delivers to the MasterTrustee an Officer’s Certificate to the effect that (A) the Debt Service Coverage Ratio of the Combined Groupobtained using Net Income Available for Debt Service for the most recent Fiscal Year for which audited financialstatements are available and assuming that the proposed transaction took place at the beginning of that Fiscal Year(x) is not less than 1.20, or (y) is not less than 1.15 and the forecasted Debt Service Coverage Ratio of the CombinedGroup for each of the two full Fiscal Years after the completion of the proposed transaction, as evidenced by areport or opinion of an Independent Consultant, is not less than 1.15; or (B) the Fund Balance of the CombinedGroup following such transaction will not be less than 85% of the Fund Balance of the Combined Groupimmediately prior to such transaction; (iii) immediately after giving effect to the transaction, no Event of Defaultunder the Master Indenture shall have occurred and be continuing; and (iv) the Obligated Group Representative shallhave delivered to the Master Trustee an Officer’s Certificate and an Opinion of Counsel, each of which shall statethat the transaction complies with the Master Indenture, will not adversely affect the tax treatment under the Code ofinterest on any Related Bonds secured by any Outstanding Master Note, and there has been compliance with allconditions precedent which relate to the transaction.Upon any consolidation or merger, or any conveyance or transfer of the Property of an Obligated Issuersubstantially as an entirety, the successor Person formed by the consolidation or into which the Obligated Issuer ismerged or to which the conveyance or transfer is made, will succeed to, be substituted for, and may exercise everyright and power of the Obligated Issuer under the Master Indenture with the same effect as if the successor Personhad been named as an Obligated Issuer. If the Person making the conveyance or transfer has not previously beendischarged from its liability as obligor and Maker on the Master Notes, it will then be discharged.GROSS RECEIPTS PLEDGETo secure the prompt payment of the principal of and interest and any premium on each Master Note, andthe observance and performance by each Member of all of its covenants, agreements and obligations under theMaster Indenture, each Member pledges, assigns and grants to the Master Trustee, and covenants, agrees andacknowledges that the Master Trustee shall have, to the extent permitted by law, an assignment of and securityinterest in the Gross Receipts of each Member.The provisions of the preceding paragraph are subject, however, to the right of each Member to collect,maintain custody of and use and dispose of its Gross Receipts, subject only to any restriction imposed by the MasterIndenture on the encumbrance by Members of their Property; provided that, upon the occurrence and continuation ofan Event of Default under the Master Indenture, that right to maintain custody of, use and dispose of Gross Receiptsshall be suspended upon delivery to the Obligated Group Representative by the Master Trustee of written notice thatthe Gross Receipts are to be in the custody of the Master Trustee, and immediately thereafter, the Gross Receiptsshall be deposited, as and when collected by each Member, with the Master Trustee, unless and until the Event ofDefault is waived or cured; provided, however, that such Gross Receipts may be released to any Member uponC-31