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M <br />4. Pending audit of Falcon Cable Media by Florida Department of Revenue for Sales and Use <br />and Intangible Personal Property Tax. <br />5. The federal retuma of Falcon Video Communications, L.P. for fiscal years 1993,1994 and <br />1995 were audited. <br />TAX PARTNERSHIPS <br />1. Falcon Telecable, a California Limited Partnership is a general partner of. (i) Falcon/Capital <br />Cable General Partnership which, in tum, holds a general partnership interest in Falcon <br />Capital/Cable Partners, L.P. and (ii) Falcon Lake Las Vegas Cablevision, L.P. <br />2. Falcon Community Cable, L.P. is a member of COC, LLC and BCC, LLC <br />3. Falcon Cable Systems Company B, L.P. holds an interest in SFC Transmissions. <br />DEFERRED INCOME <br />1. The sale described in Schedule 3.7, Item 1, and the acquisition described in Schedule 6.1, <br />Item 2, are to be effected as a Section 1031 like -kind exchange under the Imcmal Revenue <br />Code. <br />SCHEDULE 3.12 — Page 3 W <br />