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Agreements to Falcon within 90 days after the execution of the Purchase and Contribution Agreement for approval and convent, and Buyerand Falcon shall mutually agree upon the Allocation Agreements prior to the Closing Date. In this regard, Buyer and Falcon agree that (x) forpurposes of the Falcon Allocation Agreement, each asset of any Falcon Company that is a Tax Partnership that is a Class I Asset, Class II Asset, or Class IR Asset (as defined in Treasury Regulation § 1.338(b)-21) (other than the stock of FFI) shall be allocated value equal to its net book value, the stock of FFI shall be allocated value equal to the value determined by the mutual agreement of Buyer and Falcon, and any remaining value shall be allocated to Franchises of the Falcon Companies that are Tax Partnerships, and (y) for purposes of the Chatter Allocation Agreement, each asset of Charter Holdings and its Subsidiaries that is a Class I Asset, Class B Asset, or Class IB Asset (other than the Equity Interests in any Subsidiary of Charter Holdings that is not a Tax Partnership or a disregarded entity for federal income tax purposes (a "Charter Corporate Subsidiary")) shall be allocated value equal to its net book value, the Equity Interests in any Charter Corporate Subsidiary shall be allocated value equal to the value determined by the mutual agreement of Buyer and Falcon, and any remaining value shall be allocated to Franchises of Charter Holdings and its Subsidiaries (other than Franchises of Charter Corporate Subsidiaries), Neither Falcon nor Buyer shall unreasonably withhold its approval and consent with respect to the Allocation Agreements. Unless otherwise required by applicable law. Buyer and Sellers agree to act and cause their respective affiliates to act, in accordance with the Allocation Agreements in any relevant Tax Remain or similar filings, and shall make any filings required by Code Sections 704(c), 743(6), 751, 755 and 1060 (if any) in accordance with the Allocation Agreements. (i) Buyer will cause Charter LLC to file a Section 754 election with respect to its fast taxable year. Buyer will not revoke, and will not cause to be revoked, the Section 754 election in effect for itself or for any of the Falcon Companies and will administer, or cause to be administered, the elections so as to reflect (A) gain recognized by the Sellers with respect to the sale of the Purchased Interests and the contribution of the Contributed Interest, and (B) gain recognized by holders of membership interests in Chatter LLC arising from dispositions of their interests. 6.11 Falcon Name. The parties agree that the Falcon Companies shall retain the right to use the names "Falcon" and "Falcon Cable TP' and any and all derivations thereof with respect to the domestic U.S. cable television and related businesses conducted by the Falcon Companies from mid after the Closing and that the Sellers shall retain die rieht muse the name "Falcon" and "Falcon International" and any and all derivatives thereof with respect to the non-U.S. cable television and related businesses conducted by certain Falcon entities. 6.12 No Become, Rcleasis of Claims. Anything in this Agreement or applicable law to the contrary notwithstanding, other than claims against Sellers as and to the extent expressly provided for in Section 9.4 and Section 10 of this Agreement (and other than any claim for fraud or criminal conduct), neither Buyer nor any ofNc Falcou Companies will have any claim or recourse against any of the Released Parties as a result of the breach of any representation, warranty, cove um oragreemwt of Falcon or Sellers contained herein or otherwise arising in connection with the transactions contemplated by the Transaction Documents or the business or operations of the Falcon Companies prior to the Closing. Eflective as of the Closing, Buyer and each of its Subsidiaries hereby releases and forever discharges each of the Released Paries from all actions, nrotnvut axatvnon 55