3.6. EDSR 12-12-2011 - Laserfiche WebLink

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CONSENT TO MERGER OF THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF METROPOLITAN MINNEAPOLIS AND YOUNG MEN'S CHRISTIAN ASSOCIATION OF THE GREATER TWIN CITIES This CONSENT is made as of the date set forth below by the Economic Development Authority for the City of Elk River, Minnesota (the "Authority") for the benefit of The Young Men's Christian Association of Metropolitan Minneapolis, a Minnesota nonprofit corporation ("YMCA") and Young Men's Christian Association of the Greater Twin Cities, a Minnesota nonprofit corporation ("Y-GTC"). WHEREAS, the Authority and Minnesota and YMCA entered into that certain Lease dated August 20, 2007 (the "Lease"); YMCA and Y-GTC have reached an agreement whereby YMCA shall be merged with and into Y-GTC, and Y-GTC shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of YMCA, including those associated with the Lease (the "Merger"); and WHEREAS, under the terms of the Lease the assignment of the Lease to another entity through a merger requires Authority's consent; and YMCA has requested of Authority that it consent to the proposed assignment of the Lease from YMCA to Y-GTC through the Merger; and WHEREAS, under Section 10.02 of the Lease, the YMCA is permitted to merge with another entity if: (a) the resulting entity assumes all the obligations of YMCA under the Lease; (b) after that merger, the resulting party will not be engaged in any trade or business other than the operation of the Project (as defined the Lease) as permitted under the Lease; (c) the successor lessee provides the Authority with a certificate executed by an authorized representative of the successor lessee that such new lessee has a net worth and revenues available to pay Basic Rent (as defined in the Lease) that are equal to or greater than the net worth and revenues of the YMCA, immediately prior to the merger; and (d) YMCA causes to be delivered to the Authority an opinion of bond counsel to the effect that such merger shall not cause interest on the Bonds (as defined in the Lease) to be included in gross income for federal tax purposes; and WHEREAS, the Authority has agreed to YMCA's request, upon the terms and conditions hereinafter set forth. 395105v2 51B ELI85-6