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<br />Notices must be either (i) personally delivered (including delivery by Federal <br />Express or other courier service) to the offices set forth above, in which case they <br />shall be deemed delivered on the date of delivery to said offices; (ii) sent by telecopy, <br />in which case they shall be deemed delivered on the date sent (provided, however, <br />that any notices sent by telecopy shall also be sent by overnight courier on the same <br />day); or (iii) sent by certified mail, postage prepaid, return receipt requested, in which <br />case they are deemed delivered on the date shown on the receipt unless delivery is <br />refused by the addressee, in which event the notice is deemed delivered on the date <br />of refusal or first presentation for delivery. The addresses and the addressees may be <br />changed by giving notice of such change in the manner provided for in this Section <br />14. <br /> <br />15. Duration of Agreement. The terms of this Offer and Agreement shall <br />be perpetual shall constitute an easement and a covenant running with the land. <br /> <br />16. Exhibits. Exhibits A through C-2 referred to in this Offer and <br />Agreement are attached and incorporated by this reference. <br /> <br />IN WITNESS THEREOF, the Flatirons has executed this Offer and Agreement <br />as of the date first written above. <br /> <br />FLATIRONS FUNDING, LIMITED <br />PARTNERSHIP, <br />a Delaware limited partnerslÜp <br /> <br />By: Flatirons Capital, Inc., a Delaware corporation, <br />its M aging General Partner <br /> <br />V(6VtÆ <br /> <br />Jean M. Tomaselli <br />Vice President and <br /> <br />By: <br /> <br /> <br /> <br />Its <br /> <br />'- <br /> <br />ATTEST: <br /> <br /> <br />~d~\~ <br />(City Clerk) <br /> <br />By: <br /> <br />-9- <br /> <br />PDEMTAG9.DOC <br />3/29/9911:52 AM <br />