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8.9 Ass (a) The Holder and any Permitted Transferee may transfer some or all of its Interests to any of the following persons or entities (each such person or entity, a 'Permitted Transferee'), and the Permitted Transferee shall thereupon have the rights provided in this Agreement; (i) any person or entity that has entered into a Put Agreement substantially similar to this Agreement upon the distribution to such person or entity by Falcon Holding Group, L.P. of Interests; (ii) any person or entity than, directly or indirectly, through the ownership of voting securities, controls, is controlled by, or is commonly controlled with the Holder, (iii) any investment fund formed by an affiliate of the Halder that is commonly controlled with the Holder, (iv) a most for the benefit of the equity owners of the Holder and of which the misme or trustees are one or more persons or entities that either control, or arc commonly controlled with, the Holder or are banks, trust companies, or similar entities; (v) any person or entity for which the Holder is acting as nominee or any trust controlled by or under common control with such person or entity; (vi) if the Holder is an individual, any charitable foundation, charitable trust, or similar entity, the estate, heirs, or legatees of the Holder upon the Holder's death, my member of the Holder's family, any tout or similar entity for the benefit of the Holder or one or more members of the Holder's family, or any entity controlled by the Holder or one or more members of the Holder's family. (b) The Holder may assign all its rights and delegate all its obligations under this Agreement to any Permitted Transferee, and such Permitted Transferee shall thereupon be deemed to be the "Holder' for purposes of this Agreement. (c) Allen is entitled, in his sole discretion, to assign his rights to purchase any Interests under this Agreement to one or more entities controlled by Allen, but no such assignment will relieve Allen of any of his obligations under this Agreement. 8.10 Govemine Law. This Agreement shall be governed by the laws ofthe State of Delaware, without regard to any choice of law provisions of that slate or the laws of any otherjurisdiction. 8.11 Headings. The Section headings in this Agreement are inserted only as a matter ofconvenience and in no way define, limit, extend or interpret the scope of this Agreement or of any particular Section. CCLI6a1:11324.5 _ T