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NOW, THEREFORE: <br />Authority's Consent. Authority hereby consents to the Merger, and consents to <br />the assignment of the interests under the Lease from YMCA to Y-GTC, effective <br />upon: <br />(a) the closing of the Merger; and <br />(b) compliance by YMCA (as of the date of closing of the Merger) with the <br />requirements in Section 10.02 of the Lease, summarized above. <br />2. Continuing Effect. All amounts, terms, provisions, conditions and covenants of <br />the Lease shall remain unchanged and in full force and effect, and the Lease is in <br />all respect confirmed, ratified, and approved on the date hereof, and is <br />acknowledged to be in full force and effect. The Authority expressly <br />acknowledges that the Merger (upon satisfaction of the requirements of Section <br />10.02 of the Lease) is not an event of default under the Lease. <br />IN WITNESS WHEREOF, the undersigned has executed this Consent as of the <br />day and year written below. <br />ECONOMIC DEVELOPMENT AUTHORITY <br />FOR THE CITY OF F,LK RIVER, MINNESOTA <br />By <br />Its President <br />By <br />Its Executive Director <br />Date: December , 2011 <br />395105v2 51B EL185-6 2 <br />