Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
above, a verification report of a nationally recognized independent accounting firm or other nationally recognizedfirm as to the adequacy of the trust funds to fully pay the Series 2008A Bonds deemed to be paid.If the principal of and interest and any redemption premium on all of the Series 2008A Bonds have beenpaid in accordance with their terms, or provision has been made for such payment as provided in the paragraphabove, and provision shall also be made for paying all other amounts payable under the Bond Indenture to the dateof retirement of the Series 2008A Bonds, then the right, title and interest of the Bond Trustee in respect of the BondIndenture will cease, determine and be void, and, thereupon, the Bond Trustee, upon written request of theCommission or the Cleveland Clinic, and upon receipt by the Bond Trustee and the Commission of a No AdverseEffect Opinion, which will, in addition to its other elements, opine that all conditions precedent to the satisfactionand discharge of the Bond Indenture have been complied with, shall cancel, discharge and release the BondIndenture and will execute, acknowledge and deliver to the Commission and the Cleveland Clinic such instrumentsof satisfaction and discharge or release as are reasonably requested to evidence such release and the satisfaction anddischarge of the Bond Indenture, and will assign and deliver to the Commission, the Cleveland Clinic or otherPerson entitled thereto as their respective interests may appear, any property and revenues at the time subject to theBond Indenture that may then be in its possession, other than money or obligations held by the Bond Trustee for thepayment of the principal of and interest and any redemption premium due or to become due on the Series 2008ABonds.ADDITIONAL BONDSAt the request of the Cleveland Clinic, upon compliance by the Cleveland Clinic with the requirements ofthe Lease, the State may issue Additional Bonds from time to time for any purpose or combination of purposespermitted under the Act.Those Additional Bonds will be on a parity with the Series 2008A Bonds and any Additional Bonds issuedand outstanding at the time or thereafter under the Bond Indenture as to (a) the pledge and grant of a lien to the BondTrustee with respect to the State’s right, title and interest in the Hospital Receipts and the Special Funds establishedunder the Bond Indenture to provide for payment of Bond Service Charges on outstanding Bonds and will beequally and ratably payable from those Special Funds, and (b) any Master Notes delivered to the Bond Trustee toprovide for, or guarantee payment of, Bond Service Charges on outstanding Bonds; provided that, nothing in theBond Indenture will prevent payment of Bond Service Charges on any Series of Additional Bonds from (i) beingotherwise secured and protected from sources or by property, instruments or documents not applicable to the Series2008A Bonds or any one or more Series of Additional Bonds, or (ii) not being secured or protected from sources orby property, instruments or documents applicable to the Series 2008A Bonds or any one or more Series ofAdditional Bonds.No Additional Bonds may be issued unless the Bond Trustee has received certain certificates, opinions, titleevidence and authorizations which evidence that the requirements of the Bond Indenture with respect to the issuanceof the Additional Bonds have been satisfied.THE BASE LEASEThe Base Lease contains various covenants, terms and conditions, certain of which are summarized below.Reference is made to the Base Lease for a full and complete statement of its provisions.Pursuant to the Base Lease, the Cleveland Clinic leases the Leased Premises to the State. The Base Leaseby its terms is to remain in effect until the Lease is terminated.The Base Lease may be amended and supplemented from time to time to release or remove therefromportions of the Leased Premises on the same terms and conditions as the property may be released from the Lease.Except for the Lease and the Bond Indenture, the State agrees not to assign, dispose of or otherwise encumber itsleasehold estate created by the Base Lease.C-46
THE LEASEThe Lease contains various covenants, terms and conditions, certain of which are summarized below.Reference is made to the Lease for a full and complete statement of its provisions.CONVEYANCE AND TERMThe State, acting by and through the Commission, collectively as lessor, and the Cleveland Clinic, as lessee,have entered into the Lease. The Lease provides that the Leased Premises will be leased by the Commission to theCleveland Clinic for the Lease Term, which is at least as long as the Bond Indenture is outstanding and terminatingupon the exercise of the Cleveland Clinic’s option to terminate under the Lease or in the event of the exercise of theremedies permitted under the Lease or at law upon the occurrence of an Event of Default.RENTThe Cleveland Clinic is obligated in the Lease to pay Basic Rent, Additional Payments and certain otherpayments.Basic Rent is payable to the Bond Trustee during the term of the Lease in an amount sufficient to effect thepayment of the Bond Service Charges on the Outstanding Series 2008A Bonds and to make required payments intothe Special Funds created by the Bond Indenture. If Additional Bonds are issued by the Commission, the Lease willbe amended to increase Basic Rent so that it will be sufficient to pay Bond Service Charges on the OutstandingSeries 2008A Bonds and any Additional Bonds and to make payments into the Special Funds as required by theBond Indenture. The Basic Rent is payable on or before each Rental Payment Date. Payments of principal of andinterest on the Master Notes pledged under the Bond Indenture will be credited against the required payments ofBasic Rent.ABSOLUTE OBLIGATION TO PAY BASIC RENT AND ADDITIONAL PAYMENTSThe obligations of the Cleveland Clinic to pay Basic Rent, Additional Payments and any other amountspayable, and to perform and observe the other agreements on its part contained in the Lease are absolute andunconditional. Until all conditions provided in the Bond Indenture for release of the Bond Indenture are met, theCleveland Clinic (i) will not suspend, reduce or discontinue payment of any Basic Rent or Additional Paymentspursuant to the Lease, (ii) will perform and observe all of its other agreements contained in the Lease, (iii) will makeall payments of principal on and premium, if any, and interest on all of its indebtedness and any of its otherobligations, and (iv) except upon exercise of its termination options as provided in the Lease, will not terminate theLease for any cause.NO ABATEMENT OR DIMINUTION OF BASIC RENTNo release, grant or conveyance effected under any of the provisions of the Lease shall entitle theCleveland Clinic to any abatement, or diminution of the Basic Rent, Additional Payments or other amounts payable,or in any covenant, agreement or obligation of the Cleveland Clinic, under any Foundation Document.RELEASE OF PORTIONS OF THE LEASED PREMISESThe Lease provides that the Cleveland Clinic may substitute property constituting part of the LeasedPremises, provided that the suitability of the Leased Premises as Hospital Facilities is not impaired. Subject to theprovisions of the Master Indenture (see “SUMMARY OF BASIC DOCUMENTS — THE MASTER TRUSTINDENTURE — TRANSFERS OF PROPERTY”), the Cleveland Clinic retains the discretionary right to remove bothreal and personal property from the Lease, the Base Lease and the leasehold estate. The Cleveland Clinic and theCommission may release and remove from the Base Lease and the Lease any part of or interest in the Leased RealProperty which is no longer cost-effective to the operation of the Leased Premises.C-47
- Page 169 and 170: Cleveland Clinic Health SystemConso
- Page 171 and 172: Cleveland Clinic Health SystemNotes
- 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 and 200: (b) the Cleveland Clinic, or if the
- Page 201 and 202: (d) the Master Trustee receives an
- 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: (g) to evidence the appointment of
- 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
above, a verification report of a nationally recognized independent accounting firm or other nationally recognizedfirm as to the adequacy of the trust funds to fully pay the Series 2008A Bonds deemed to be paid.If the principal of and interest and any redemption premium on all of the Series 2008A Bonds have beenpaid in accordance with their terms, or provision has been made for such payment as provided in the paragraphabove, and provision shall also be made for paying all other amounts payable under the Bond Indenture to the dateof retirement of the Series 2008A Bonds, then the right, title and interest of the Bond Trustee in respect of the BondIndenture will cease, determine and be void, and, thereupon, the Bond Trustee, upon written request of theCommission or the <strong>Cleveland</strong> <strong>Clinic</strong>, and upon receipt by the Bond Trustee and the Commission of a No AdverseEffect Opinion, which will, in addition to its other elements, opine that all conditions precedent to the satisfactionand discharge of the Bond Indenture have been <strong>com</strong>plied with, shall cancel, discharge and release the BondIndenture and will execute, acknowledge and deliver to the Commission and the <strong>Cleveland</strong> <strong>Clinic</strong> such instrumentsof satisfaction and discharge or release as are reasonably requested to evidence such release and the satisfaction anddischarge of the Bond Indenture, and will assign and deliver to the Commission, the <strong>Cleveland</strong> <strong>Clinic</strong> or otherPerson entitled thereto as their respective interests may appear, any property and revenues at the time subject to theBond Indenture that may then be in its possession, other than money or obligations held by the Bond Trustee for thepayment of the principal of and interest and any redemption premium due or to be<strong>com</strong>e due on the Series 2008ABonds.ADDITIONAL BONDSAt the request of the <strong>Cleveland</strong> <strong>Clinic</strong>, upon <strong>com</strong>pliance by the <strong>Cleveland</strong> <strong>Clinic</strong> with the requirements ofthe Lease, the State may issue Additional Bonds from time to time for any purpose or <strong>com</strong>bination of purposespermitted under the Act.Those Additional Bonds will be on a parity with the Series 2008A Bonds and any Additional Bonds issuedand outstanding at the time or thereafter under the Bond Indenture as to (a) the pledge and grant of a lien to the BondTrustee with respect to the State’s right, title and interest in the Hospital Receipts and the Special Funds establishedunder the Bond Indenture to provide for payment of Bond Service Charges on outstanding Bonds and will beequally and ratably payable from those Special Funds, and (b) any Master Notes delivered to the Bond Trustee toprovide for, or guarantee payment of, Bond Service Charges on outstanding Bonds; provided that, nothing in theBond Indenture will prevent payment of Bond Service Charges on any Series of Additional Bonds from (i) beingotherwise secured and protected from sources or by property, instruments or documents not applicable to the Series2008A Bonds or any one or more Series of Additional Bonds, or (ii) not being secured or protected from sources orby property, instruments or documents applicable to the Series 2008A Bonds or any one or more Series ofAdditional Bonds.No Additional Bonds may be issued unless the Bond Trustee has received certain certificates, opinions, titleevidence and authorizations which evidence that the requirements of the Bond Indenture with respect to the issuanceof the Additional Bonds have been satisfied.THE BASE LEASEThe Base Lease contains various covenants, terms and conditions, certain of which are summarized below.Reference is made to the Base Lease for a full and <strong>com</strong>plete statement of its provisions.Pursuant to the Base Lease, the <strong>Cleveland</strong> <strong>Clinic</strong> leases the Leased Premises to the State. The Base Leaseby its terms is to remain in effect until the Lease is terminated.The Base Lease may be amended and supplemented from time to time to release or remove therefromportions of the Leased Premises on the same terms and conditions as the property may be released from the Lease.Except for the Lease and the Bond Indenture, the State agrees not to assign, dispose of or otherwise encumber itsleasehold estate created by the Base Lease.C-46
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