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form and substance reasonably acceptable to Buyer, executed by each holder of such Options, releasing and terminating such Options and all rights of such holder thereunder. (i) Releases, A release, duly executed by each Seller, substantially in the form of Exhibit H hereto. 6) OtherTmmaction Documents.IfFHGLP contributes the Contributed interest to Charter LLC pursuant to Section 2.1(b), the Put Agreement, the Registration Rights Agreement, the Charter LLC Operating Agreement, and the Exchange Agreement (to the extent each is agreed to prior to Closing), each duly executed by FHGLP or the appropriate distributee of FHGLP. 8.3 Deliveries by Buser. Prior to or at the Closing, Buyer shall deliver, or cause to be delivered, to Sellers the following: (a) Aggregate Consideration. (1) An assumption agreement providing for the assumption by Buyer of the Assumed Liabilities, in a form reasonably satisfactory to Sellers. (2) As provided in Section 2.6, the cash portion of the Net Closing Payment to Sellers, by wire or accounts transfer of immediately available funds to one or more accounts designated by FHGLP in Part V of the Allocation Notice. (3) As and to the extent provided by Section 2.5(b), the Adjusted Escrow Amount to the Adjustment Escrow Agent, by wire or accounts transfer of immediately available funds to the account specified in the Adjustment Escrow Agreement. (4) As provided in Section 6.7, if applicable, satisfaction and discharge of all obligations of the Falcon Companies and the Sellers in respect of the Senior Debt and the Credit Agreement, the MONY Notes and the MONY Agreement, and the related Debt Documents, and the Enstar Credit Agreement, and the related Enstar Debt Documents. (b) Officers Certificate. A certificate executed by Buyer, dated as ofrhe Clod — Date, certifying that the closing conditions specified in Sections 7.2(a) and (b) have been satisfied, except as disclosed in said certificate. (c) Sccretaries' Certificate. A certificate executed by Buyer, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the Board of Directors and shareholders (if applicable) of Buyer, authoriang and approving the execution by Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the trvtsacdons contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, a Certificate of Good Standing for Buyer certified by an appropriate slate official of the State of Delaware, certified by such state official as of a date not more than fifieen days before the Closing Date. rcnvuwsgxtcmrn+ 62