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

eceipt by the Master Trustee of an Officer’s Certificate of such Member requesting the release of an amount of suchGross Receipts sufficient to pay the ordinary costs and expenses related to operation of such Member’s Property,including, but not limited to Operation and Maintenance Expenses.Upon the written request of the Master Trustee, each Member shall deliver Uniform Commercial Codefinancing statements that may be necessary to perfect, to the extent a security interest in such Gross Receipts may beperfected solely by filing such Uniform Commercial Code financing statement, the foregoing pledge of the GrossReceipts. Upon the written request of the Obligated Group Representative, the Master Trustee shall deliver releasesof the security interest granted in such property, or releases or amendments to, any such financing statements toidentify with specificity or otherwise provide evidence that particular Property is not included in Gross Receipts,including without limitation, any Property that is disposed of or that is permitted to be otherwise encumberedpursuant to the provisions of the Master Indenture.For purposes of the provisions of the Master Indenture summarized under this caption, “Gross Receipts”means all accounts and assignable general intangibles (other than those general intangibles that may not be assignedunder the law) owned or acquired by any Member of the Obligated Group regardless of how generated and allproceeds therefrom, whether cash or non-cash, all as defined in Article 9 of the Commercial Code (as amended) ofthe applicable jurisdictions, excluding, however, gifts, grants, bequests, donations, contributions and pledges to anyObligated Issuer theretofore or thereafter made, and the income and gains derived therefrom, which are specificallyrestricted by the donor or grantor to a particular purpose which is inconsistent with its use for payments required onthe Master Notes.PROPERTY INSURANCEEach Obligated Issuer and each Group Affiliate shall at all times keep all its property and operations of aninsurable nature and of the character usually insured by Persons operating similar properties and engaged in similaroperations insured in amounts customarily carried and against loss or damage from such causes as are customarilyinsured against by similar Persons.DAMAGE, DESTRUCTION AND CONDEMNATIONIn case of any damage to or the destruction or the taking of any portion or temporary use by the exercise ofthe power of eminent domain of any Operating Assets of the Combined Group with a Book Value in excess of 10%of the Book Value of all Property of the Combined Group, the Obligated Group Representative is required topromptly give or cause to be given written notice thereof to the Master Trustee generally describing the nature andextent of the damage, destruction or taking. Unless the Obligated Group exercises its option to direct redemption ofMaster Notes (or Related Bonds secured by a Master Note) pursuant to a Supplemental Indenture, the member of theCombined Group owning the property damaged, destroyed, or taken by eminent domain shall receive the netproceeds of any insurance or award in eminent domain proceedings received for the damages, destruction, or takingand shall apply them as directed by the Obligated Group Representative.EVENTS OF DEFAULT; REMEDIESEvents of Default. The following are Events of Default under the Master Indenture:(a) any Obligated Issuer shall fail to make any payment of the principal of, premium, if any,or interest on any Master Note or Notes or on any Indebtedness collateralized or secured by any MasterNote or Notes when and as the same shall become due and payable, whether at maturity, upon accelerationor otherwise, in accordance with the terms thereof, of the Master Indenture and the Related SupplementalIndenture and the continuance of such default beyond one business day or any longer period of grace, ifany, set forth in the Related Supplemental Indenture or (in the case of a Master Note or Notescollateralizing or securing an issue of Related Bonds) the Related Bond Indenture, as the case may be; or(b) any Obligated Issuer shall fail duly to observe or perform any other covenant oragreement on the part of such Obligated Issuer contained in the Master Indenture or in a RelatedC-32

Supplemental Indenture to which such Obligated Issuer is a party for a period of 90 days after the date onwhich written notice of such failure, requiring the same to be remedied, shall have been given to themembers of the Obligated Group, the Related Bond Trustees and to the Obligated Group Representative bythe Master Trustee, or to the Obligated Issuers and the Master Trustee by the holders of at least twenty-fivepercent (25%) in aggregate principal amount of Master Notes then Outstanding; provided that if any suchdefault can be cured by the Obligated Issuer but cannot be cured within the 90-day curative perioddescribed above, it shall not constitute an Event of Default if corrective action is instituted by the ObligatedIssuer within such 90-day period and diligently pursued until the default is corrected and, if the Event ofDefault is not of a type which is curable, there shall not be any curative period permitted; or(c) any Obligated Issuer or Issuers shall default in the payment of any Indebtedness (otherthan Master Notes or Indebtedness collateralized or secured by Master Notes) then Outstanding in anamount exceeding an amount which is five percent (5%) of the Book Value of the Property of theCombined Group as shown on the audited financial statements of the Combined Group for the most recentFiscal Year for which audited financial statements of the Combined Group are available, whether suchIndebtedness exists or shall be created, which default in payment or event of default shall result in suchIndebtedness becoming or being declared due and payable prior to the date on which it would otherwisebecome due and payable; provided that, any such failure by an Obligated Issuer will not be an event ofdefault under this paragraph if such Obligated Issuer is diligently contesting in good faith its obligation topay such Indebtedness or the amount of the payment required; or(d) any Obligated Issuer or Group Affiliate shall: (1) admit in writing its inability to pay itsdebts generally as they become due; (2) have an order for relief entered in any case commenced by oragainst it under the federal bankruptcy laws, in effect on the effective date of the Master Indenture andthereafter; (3) commence a proceeding under any federal or state bankruptcy, insolvency, reorganization orother similar law, or have such a proceeding commenced against it and either have an order of insolvencyor reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days;(4) make an assignment for the benefit of creditors; or (5) have a receiver or trustee appointed for it or forthe whole or any substantial part of its property, provided that any of such occurrences shall not be anEvent of Default under the provisions of the Master Indenture summarized in this paragraph (i) in the caseof an obligated issuer, unless the Obligated Issuers shall have failed to deposit with the Master Trustee oneor more master notes of one or more of the obligated issuers in substitution for the Master Notes of theObligated Issuer in default under the provisions of the Master Indenture summarized in this paragraph and(ii) in the case of a Group Affiliate, the test summarized under the caption “SUMMARY OF BASICDOCUMENTS — THE MASTER TRUST INDENTURE — THE COMBINED GROUP — Withdrawal fromthe Combined Group” for withdrawal of such Group Affiliate from the Combined Group can be met. thedeclaration of an Event of Default under the provisions of the Master Indenture summarized in thisparagraph and the exercise of remedies upon any such declaration shall be subject to any applicablelimitations of federal bankruptcy law affecting or precluding such declaration or exercise during thependency of or immediately following any bankruptcy, liquidation, or reorganization proceedings; or(e) any representation or warranty set forth in the Master Indenture proves untrue in anymaterial respect as of the date of issuance or making thereof and shall not be corrected within 45 days afterwritten notice thereof to the Obligated Group Representative by the Master Trustee; or(f) any judgment, or post judgment writ or warrant of attachment or any similar process in anamount in excess of an amount which is five percent (5%) of the Book Value of the property of theCombined Group as shown on the audited financial statements of the Combined Group, for the most recentFiscal Year for which audited financial statements are available, shall be entered or filed against anyObligated Issuer or Issuers or Group Affiliate or Group Affiliates or against any of their property and (1)shall remain unvacated, unpaid, unbonded, uninsured and unstayed for a period of 60 days and (2) theCombined Group shall have failed to deposit with the Master Trustee within 15 calendar days of theObligated Group Representative’s receipt of written notice from the Master Trustee that an event describedin this paragraph has occurred, an amount sufficient to pay such judgment, writ or warrant of attachment orsimilar process in full; orC-33

eceipt by the Master Trustee of an Officer’s Certificate of such Member requesting the release of an amount of suchGross Receipts sufficient to pay the ordinary costs and expenses related to operation of such Member’s Property,including, but not limited to Operation and Maintenance Expenses.Upon the written request of the Master Trustee, each Member shall deliver Uniform Commercial Codefinancing statements that may be necessary to perfect, to the extent a security interest in such Gross Receipts may beperfected solely by filing such Uniform Commercial Code financing statement, the foregoing pledge of the GrossReceipts. Upon the written request of the <strong>Obligated</strong> <strong>Group</strong> Representative, the Master Trustee shall deliver releasesof the security interest granted in such property, or releases or amendments to, any such financing statements toidentify with specificity or otherwise provide evidence that particular Property is not included in Gross Receipts,including without limitation, any Property that is disposed of or that is permitted to be otherwise encumberedpursuant to the provisions of the Master Indenture.For purposes of the provisions of the Master Indenture summarized under this caption, “Gross Receipts”means all accounts and assignable general intangibles (other than those general intangibles that may not be assignedunder the law) owned or acquired by any Member of the <strong>Obligated</strong> <strong>Group</strong> regardless of how generated and allproceeds therefrom, whether cash or non-cash, all as defined in Article 9 of the Commercial Code (as amended) ofthe applicable jurisdictions, excluding, however, gifts, grants, bequests, donations, contributions and pledges to any<strong>Obligated</strong> Issuer theretofore or thereafter made, and the in<strong>com</strong>e and gains derived therefrom, which are specificallyrestricted by the donor or grantor to a particular purpose which is inconsistent with its use for payments required onthe Master Notes.PROPERTY INSURANCEEach <strong>Obligated</strong> Issuer and each <strong>Group</strong> Affiliate shall at all times keep all its property and operations of aninsurable nature and of the character usually insured by Persons operating similar properties and engaged in similaroperations insured in amounts customarily carried and against loss or damage from such causes as are customarilyinsured against by similar Persons.DAMAGE, DESTRUCTION AND CONDEMNATIONIn case of any damage to or the destruction or the taking of any portion or temporary use by the exercise ofthe power of eminent domain of any Operating Assets of the Combined <strong>Group</strong> with a Book Value in excess of 10%of the Book Value of all Property of the Combined <strong>Group</strong>, the <strong>Obligated</strong> <strong>Group</strong> Representative is required topromptly give or cause to be given written notice thereof to the Master Trustee generally describing the nature andextent of the damage, destruction or taking. Unless the <strong>Obligated</strong> <strong>Group</strong> exercises its option to direct redemption ofMaster Notes (or Related Bonds secured by a Master Note) pursuant to a Supplemental Indenture, the member of theCombined <strong>Group</strong> owning the property damaged, destroyed, or taken by eminent domain shall receive the netproceeds of any insurance or award in eminent domain proceedings received for the damages, destruction, or takingand shall apply them as directed by the <strong>Obligated</strong> <strong>Group</strong> Representative.EVENTS OF DEFAULT; REMEDIESEvents of Default. The following are Events of Default under the Master Indenture:(a) any <strong>Obligated</strong> Issuer shall fail to make any payment of the principal of, premium, if any,or interest on any Master Note or Notes or on any Indebtedness collateralized or secured by any MasterNote or Notes when and as the same shall be<strong>com</strong>e due and payable, whether at maturity, upon accelerationor otherwise, in accordance with the terms thereof, of the Master Indenture and the Related SupplementalIndenture and the continuance of such default beyond one business day or any longer period of grace, ifany, set forth in the Related Supplemental Indenture or (in the case of a Master Note or Notescollateralizing or securing an issue of Related Bonds) the Related Bond Indenture, as the case may be; or(b) any <strong>Obligated</strong> Issuer shall fail duly to observe or perform any other covenant oragreement on the part of such <strong>Obligated</strong> Issuer contained in the Master Indenture or in a RelatedC-32

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