Common use of FINDINGS OF FACT Clause in Contracts

FINDINGS OF FACT. (a) The County Council of the County (the “County Council”), the governing body of the County, has previously enacted Ordinance No. 2594 of 1994, as amended by Ordinance No. 2842 of 1996, as amended by Ordinance No. 4276 of 2009, as amended by Ordinance No. of 2012 (collectively, the “County Ordinance”) and the City Council of the City (the “City Council”), the governing body of the City, has previously enacted Ordinance Number 94-27 of 1994, as amended by Ordinance No. 96-63 of 1996, as amended by Ordinance No. 2009-33 of 2009, as amended by Ordinance No. 2012- of 2012 (collectively, the “City Ordinance”), each of which provides for the establishment, collection and distribution of an accommodations fee of 2.3% of gross receipts (collectively, the “Accommodations Fee”) of businesses engaged in providing accommodations for transients within the boundaries of the County (exclusive of incorporated municipalities) and within the boundaries of the City, respectively, and other matters related thereto. (b) Pursuant to the City Ordinance and the County Ordinance, the City Council and the County Council have respectively provided that the Accommodations Fees shall be used (i) first to pay debt service on obligations issued from time to time by the District pursuant to a bond resolution (the “Bond Resolution”), as such Bond Resolution may be supplemented, amended or restated (or replaced by a new bond resolution in connection with the issuance of obligations) and (ii) secondly as further provided in this Agreement. (c) The County Council and the City Council have determined that it is necessary and advantageous that the County and the City agree with the District and the Escrow Agent that the Accommodations Fees shall be made available to pay a portion of the cost of financing and refinancing the District’s sports and entertainment arena (the “Arena”) on behalf of the District without the need for annual appropriations. (d) The District, the County, the City and an escrow agent have previously entered into an Intergovernmental Agreement (the “2009 Intergovernmental Agreement”) dated as of July 1, 2009 concerning the payment of the Accommodations Fees to the escrow agent for the purpose of making installment payments on the District’s $14,985,000 Greenville Arena District Public Facilities Corporation, Refunding Certificate of Participation, Series 2009B (the “Series 2009B Certificate”). The parties to the 2009 Intergovernmental Agreement now desire to terminate that agreement and replace it with this Agreement.

FINDINGS OF FACT. (a) The County Council of the County (the “County Council”), the governing body of the County, has previously enacted Ordinance No. 2594 of 1994, as amended by Ordinance No. 2842 of 1996, as amended by Ordinance No. 4276 of 2009, as amended by Ordinance No. of 2012 (collectively, the “County Ordinance”) and the City Council of the City (the “City Council”), the governing body of the City, has previously enacted Ordinance Number 94-27 of 1994, as amended by Ordinance No. 96-63 of 1996, as amended by Ordinance No. 2009-33 of 2009, as amended by Ordinance No. 2012- of 2012 (collectively, the “City Ordinance”), each of which provides for the establishment, collection and distribution of an accommodations fee of 2.3% of gross receipts (collectively, the “Accommodations Fee”) of businesses engaged in providing accommodations for transients within the boundaries of the County (exclusive of incorporated municipalities) and within the boundaries of the City, respectively, and other matters related thereto. (b) Pursuant to the City Ordinance and the County Ordinance, the City Council and the County Council have respectively provided that the Accommodations Fees shall be used (i) first to pay debt service on obligations issued from time to time by the District pursuant to a bond resolution (the “Bond Resolution”), as such Bond Resolution may be supplemented, amended or restated (or replaced by a new bond resolution in connection with the issuance of obligations) and (ii) secondly as further provided in this Agreement. (c) The County Council and the City Council have determined that it is necessary and advantageous that the County and the City agree with the District and the Escrow Agent that the Accommodations Fees shall be made available to pay a portion of the cost of financing and refinancing the District’s sports and entertainment arena (the “Arena”) on behalf of the District without the need for annual appropriations. (d) The District, the County, the City and an escrow agent have previously entered into an Intergovernmental Agreement (the “2009 Intergovernmental Agreement”) dated as of July 1, 2009 concerning the payment of the Accommodations Fees to the escrow agent for the purpose of making installment payments on the District’s $14,985,000 Greenville Arena District Public Facilities Corporation, Refunding Certificate of Participation, Series 2009B (the “Series 2009B Certificate”). 2009B. The parties to the 2009 Intergovernmental Agreement now desire to terminate that agreement and replace it with this Agreement.

FINDINGS OF FACT. (a) The County Council of the County (the “County Council”), the governing body of the County, has previously enacted Ordinance No. 2594 of 1994, as amended by Ordinance No. 2842 of 1996, as amended by Ordinance No. 4276 of 2009, as amended by Ordinance No. of 2012 (collectively, the “County Ordinance”) and the City Council of the City (the “City Council”), the governing body of the City, has previously enacted Ordinance Number No. 94-27 of 1994, as amended by Ordinance No. 96-63 of 1996, as amended by Ordinance No. 2009-33 of 2009, as amended by Ordinance No. 2012- of 2012 (collectively, the “City Ordinance”), each of which provides for the establishment, establishment and collection and distribution of an accommodations fee of 2.3% of gross receipts (collectively, the “Accommodations FeeFees”) of businesses engaged in providing accommodations for transients within the boundaries of the County (exclusive of incorporated municipalities) and within the boundaries of the City, respectively, and other matters related thereto. (b) Pursuant to the City Ordinance and the County Ordinance, the City Council and the County Council have respectively provided that the Accommodations Fees shall be used (i) first to pay debt service on obligations issued from time to time by the District pursuant to a bond resolution (the “Bond Resolution”), as such Bond Resolution may be supplemented, amended or restated (or replaced by a new bond resolution in connection with the issuance of obligations) and (ii) secondly as further provided in this an Intergovernmental Agreement dated of even date herewith (the “Intergovernmental Agreement”) among the City, the County, the Greenville Arena District, South Carolina (the “District”) and the Escrow Agent. (c) The Board of Trustees (the “Board”), the governing body of the District, has adopted the Bond Resolution pursuant to which the District has agreed to make Debt Service Payments (as defined therein) payable solely from and secured by a pledge of and lien on the Accommodation Fees received pursuant to the Intergovernmental Agreement as security for the issuance of Accommodations Fees Revenue Bonds (the “Bonds”) issued by the District from time to time for the financing or refinancing of a portion of the District’s sports and entertainment arena (the “Arena”). (d) The District intends to secure its obligations under the Bond Resolution by assigning its rights to the Intergovernmental Agreement and its rights to receive Accommodation Fees thereunder from the City and the County to the Escrow Agent, as trustee, pursuant to the Bond Resolution. (e) In exercising their respective business and proprietary powers, the County Council and the City Council have determined that it is necessary and advantageous to the citizens of the County and the City that the County and the City agree establish an Escrow Fund (as defined below) with the District and the Escrow Agent that to provide for the pledge and application of the Accommodations Fees shall be made available to pay a portion the payment of the cost costs of financing and or refinancing the District’s sports and entertainment arena (the “Arena”) on behalf of the District without the need for annual appropriations. (df) The District, the County, the City and an escrow agent have previously entered into an Intergovernmental Escrow Agreement (the “2009 Intergovernmental Escrow Agreement”) dated as of July 1, 2009 concerning the payment of the Accommodations Fees to the escrow agent for the purpose of making installment payments on the District’s $14,985,000 Greenville Arena District Public Facilities Corporation, Refunding Certificate of Participation, Series 2009B (the “Series 2009B Certificate”). The parties to the 2009 Intergovernmental Escrow Agreement now desire to terminate that agreement and replace it with this Agreement.

FINDINGS OF FACT. (a) The County Council of the County (the “County Council”), the governing body of the County, has previously enacted Ordinance No. 2594 of 1994, as amended by Ordinance No. 2842 of 1996, as amended by Ordinance No. 4276 of 2009, as amended by Ordinance No. of 2012 (collectively, the “County Ordinance”) and the City Council of the City (the “City Council”), the governing body of the City, has previously enacted Ordinance Number No. 94-27 of 1994, as amended by Ordinance No. 96-63 of 1996, as amended by Ordinance No. 2009-33 of 2009, as amended by Ordinance No. 2012- of 2012 (collectively, the “City Ordinance”), each of which provides for the establishment, establishment collection and distribution of an accommodations fee of 2.3% of gross receipts (collectively, the “Accommodations FeeFees”) of businesses engaged in providing accommodations for transients within the boundaries of the County (exclusive of incorporated municipalities) and within the boundaries of the City, respectively, and other matters related thereto. (b) Pursuant to the City Ordinance and the County Ordinance, the City Council and the County Council have respectively provided that the Accommodations Fees shall be used (i) first to pay debt service on obligations issued from time to time by the District pursuant to a bond resolution (the “Bond Resolution”), as such Bond Resolution may be supplemented, amended or restated (or replaced by a new bond resolution in connection with the issuance of obligations) and (ii) secondly as further provided in this an Intergovernmental Agreement dated of even date herewith (the “Intergovernmental Agreement”) among the City, the County, the Greenville Arena District, South Carolina (the “District”) and the Escrow Agent. (c) The Board of Trustees (the “Board”), the governing body of the District, has adopted the Bond Resolution pursuant to which the District has agreed to make Debt Service Payments (as defined therein) payable solely from and secured by a pledge of and lien on the Accommodation Fees received pursuant to the Intergovernmental Agreement as security for the issuance of Accommodations Fees Revenue Bonds (the “Bonds”) issued by the District from time to time for the financing or refinancing of a portion of the District’s sports and entertainment arena (the “Arena”). (d) The District intends to secure its obligations under the Bond Resolution by assigning its rights to the Intergovernmental Agreement and its rights to receive Accommodation Fees thereunder from the City and the County to the Escrow Agent, as trustee, pursuant to the Bond Resolution. (e) In exercising their respective business and proprietary powers, the County Council and the City Council have determined that it is necessary and advantageous to the citizens of the County and the City that the County and the City agree establish an Escrow Fund (as defined below) with the District and the Escrow Agent that to provide for the pledge and application of the Accommodations Fees shall be made available to pay a portion the payment of the cost costs of financing and or refinancing the District’s sports and entertainment arena (the “Arena”) on behalf of the District without the need for annual appropriations. (df) The District, the County, the City and an escrow agent have previously entered into an Intergovernmental Escrow Agreement (the “2009 Intergovernmental Escrow Agreement”) dated as of July 1, 2009 concerning the payment of the Accommodations Fees to the escrow agent for the purpose of making installment payments on the District’s $14,985,000 Greenville Arena District Public Facilities Corporation, Refunding Certificate of Participation, Series 2009B (the “Series 2009B Certificate”). The parties to the 2009 Intergovernmental Escrow Agreement now desire to terminate that agreement and replace it with this Agreement.