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with a copy to: h'eil & Mmella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 900674276 Attention: Alvin G. Segel Telecopy:(310) 203-7199 Any such notice or other communication shall be deemed to have been given and received on the day on which it is delivered or telecopied (or, if such day is not a business day or if the notice or other communication is not lelecopied during business hours, at the place of receipt, on the next following business day); provided, however, that my such notice or other communication shall be deemed to have been given and received on the day on which it is sent if delivery thereof is refused or if delivery thereof in the manner described above is not possible because of the intended recipient's failure to advise the sending party of a change in the intended recipient's address or telecopy number. 8.4 No Third -Parry Bmelim None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person or entity that is nor a party to this Agreementr, other than any Permitted Tranafarees of the Holder. 8.3 Waivers tricty Construed. With regard to any power, remedy or right provided herein or otherwise available to any party hereunder (a) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party; and (b) no altercation, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise or other indulgence. 8.6 Sevembility. The validity. legality or enforceability ofthe remainder of this Agreement shall not be affected even if one or more of the provisions of Itis Agreement shall be held to be invalid, illegal or unenforceable in any respect. 8.7 Undertakings. All authority herein conferred or agreed to be conferred upon a party to this Agreement aid all agreements of a party contained herein shall survive the death or incapacity of such party (or any of them). 8.8 Successors and Assign. Except as provided herein to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the patties, thew respective heirs, estates, personal representatives, conservators, successors and permitted assigns. 8.9 Assignments. (a) The Holder may transfer some or all of its Interests to any person or entity that is a partner of the Holder at the time of the transfer (each such person or entity, a "Permitted Transferee"), and the Holder may assign its rights under this Agreement with respect to the transferred Interests, without the consent of Allen, to such Permitted Transferee. u (b) Upon the transfer of Interests to any Permitted Transferee and the assignment to such Permitted Transferee of the Holder's rights under this Agreement with v DCIa9a1:I18A584 -6- a1