petition 172e - cierre del negocio

8/14/2019 Petition 172e - Cierre Del Negocio

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Case 3:07-cv-02590-PJH Document 68-5 -iled 04/13/2009 Page 7 of 33

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age 8 of 33ase 3:07-cv-02590-PJH Document 83O r l iGCT V JM 1/ 1O/jc_UU"iCA-13857504

OFFICIAL TRANSLATION NUMBER 0515-2003OF A DOCUMENT WRITTEN IN SPANISH THAT READS ASFOLLOWS -

A G R E E M E N T OF LEASE WITH OPTION TO PURCHASEBETWEEN " INTERNAC1ONAL DE DIVISAS S./V.

P R OF ESI ON A LES EN LA COMPRAVENTA DE DIVISAS(PROFESSIONAL FIRM OF

FOREIGN EXCHANGE PURCHASE AND SA LE)A N D I

| Betweenundersigning ^^m^m^^^l^^Û^^^, of age,res ident in this city of San t i ago de Caii, with Colombian

I ident i f icat ion document , CC NO m issued in Cali,empowered by the Board of Direc to rs to formalize this legalagreement act ing onhis own behalf and as representat ive of firstparty I N TER N A C I ON A L DE DIVISAS S.A. PROFESIONALES ENLA C OM P R A V EN TA DE DIVISAS (PROFESSIONAL FIRM OFFOREIGN EXCHANGE PURCHASE AND SALE) , business companylegal ly const i tuted inaccordance wi th the laws ofColombia , withbusiness address located in the city of Sant iago de Cali , who hereinshall be called LESSOR and by fl^^HHHHlHÎH> assecond party, also of age, resident inthe city ofSantiago de Cali,with Colombian identification document, CC NO. m m issuedin the city of Cali, empowered by the Board of Directors toformalize this legal agreement on behalf of I

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All redactions made on this page pursuant to exemptions (b)(6),(b)(7)(A), (b)(7)(C), (b)(7)(F) 002144


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Case 3:07-cv-02590-PJH Dnrnmpnt FiR-F, FHRIJ fU/13/?r)0Q Panp. P of 33All redactions m ade on this page pursuant toexemptions (b)(6), (b)(7)(A), (b)(7)(C),(b)(7)(F)

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Business company constituted in accordance with the laws ofColombia, organized as dealer , with business address located in thecity of Santiago de Cali, who from then on shall be called LESSEE.we have formalize the herein A GR EEM EN T OF LEA SE WI THOPTION TO PURCHASE that shall be ruled by the followingspecial clauses , and in those not previously foreseen in them, by thelegal regulations stated on articles 1973 and subsequent of the CiviCode , in accordance with Decree -Law 913 of 1993

FIRST: OBJECT OF THIS AGREEMENT: LESSOR wil l grant thLESSEE , by way of universal lease, the usage and enjoyment of the

j l comm ercial faci l i t ies of the property, being used at the present tim,- sz at! 2 , who se busin ess name, location and other items are men tioned orJi

ANN EX NO . 1 , as well as all the other proper ty/ ass ets, expr essin gthat, in as much as the business facilities being given as lease are inthe meantime universal, it is understood that are included in thisuniversal i ty, the resources that const i tute the working capita l of thesame. In any case, the handing over of the business facilities objecof this agreem ent, is carried out as a who le or in its eco nom icaoperat ional unit .P A R A GR A P H ON E: This agreement includes, among other, thefol lowing effects:

a) The right of LESSEE to use and enjoy the business facilities inwhich operate the trading Firms, object of this agreement

b) The right that has the LES SEE to use the bus ines s name thaidentifies the t rading firms, object of this agreement.

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All redactions made on this pagepursuant to exemptions (b)(6), (b)(7)(A)(b)(7)(C). (b)(7)(F)5 Filud 04/4-3/2QQ -=age 10 of 33= C A - 1 3 8 5 7 5 0 3

c) The transfer of rights and commercial obligations cairied onthrough the trading firms object of this agreement, mainly, therights and obligations issued from the contract of mandateformalized with INTERN ACIO NAL DE DIV1SAS S.A , LLC,as well as the rights and obligations issued from theagreements formalized between money transmitters mentionedon ANNEX NO . 2

d) The transfer of employment rights and obligations issued fromthe employment contract formalized between the individualsmentioned on ANNEX NO. 1

PARAGRAPH TWO: The LESSEE is compelled to employ thebusiness premises leased to carry on the exchange transactionslegally authorized in accordance to its condition of securities marketbroker . As a result, the LESSEE cannot use the business facilitiesobject of this agreement, for any other purpose that may be contraryto Law and Order or due usage.P A R A GR A P H THR EE: As of the date of this agreement, theLESSEE shall be in charge of all expenses issued on the name ofINTERNACIONAL DE DIV1SAS S.A, among others, the expensesrelated to salaries, and social benefits of the employees that work insuch leased bus iness fac ilities (3 X 1000 ); phone bills, avantel anddatatec (special phone services), technical support and securitiestransporta t ion

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SECOND: PRICE: The price of this agreement includes the totalvalue rate of rental that the LESSEE has to pay each month to theLESSOR , plus the opt ion to purchase m ent ioned on clause twelve . I ithe LESSEE decides to not use this right to purchase, the price of theagreement shal l abide by the total amount of the monthly rentava lue .THI R D : R EN TA L V A LU ES: The LESSEE is compelled to pay, inaccordance to the rental value, the monthly amount of THIRTYNINE MILLIONS FOUR HUNDRED NINETY SIX TH OUSEND

I FIVE HUNDRED AND TWENTY EIGHT COLOMBIAN PESOS5 g (S39 .496 .528 .oo) . Note of t ranslator: equivalent to USS 14.005 at the( j ^ ** *

= ., official e xcha nge rate of date May 15, 2003 (da te of tra ns lat ion ) oi* 2 S2.820 Colombian pesos per One USA Dollar

PARAGRAPH ONE: For every corresponding tax purpose, the rentalvalue includes:

a) 65% co rrespond s to lease agreem ents t ransfer of thecommercial premises where operate the t rading f i rms, object ofthis agreement, as well as the transfer of business rights andobl igat ions issued from the economic act ivi t ies developed bythe trading firms, object of this agreement, mainly the rightand obligations issued from the agreements formalized with themoney t ransmit ters , and the t ransfer of work-related r ights andobl igat ions issued from work-related contracts .

b) 25% corresponds to the use and enjoyment of movable propertyand goods, office and computer items and; and

c) 10% corresponds ' to the use and enjoyment of the business

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Case 3:07-cv-02590-PJH age 12 of 33ilu J 0 I/ [ o/20Q0 :Document 5 CA-13857502

PARAGRAPGH TWO: On the date this agreement was formal ized,the LES SEE has paid the LESSO R the price of the rental va luecorresponding to the first two years of duration of this agreement, orthe amount o f NINE HUNDRED AND FOURTY SEVEN MILLION,N I N E H U N D RE D S I X T E E N T H O U S E N D S I X H U N D RE D A N DSIX TY SIX (S 947.916.666.oo) C olombian pesos . Note of t ranslator:amount equivalent to US$ 3 3 6 . 1 4 1 . do llar s at the official exchan gerate of $2,820 Colombian pesos/ one (1) dollar at the date of thist ransla t ion, May 15, 2003. The LESSO R declares having receivedsuch amount in fullPA RA GR AP H THR EE : If the present agreement is cancel led forany reason before its maturity date previously established, THELESSOR shall not be compelled to refund to the LESSEE any amountof money corresponding to the rental value paid in advancementioned on this paragraphF O U R. L E S S O R S P E CI A L RE S P O N S I BI L I T I E S : P u r s u a n t t o t h i sagreement, the LESSOR is compelled to follow the following specialrespons ib i l i t i es :

1. Carry on every action necessary so that the LESSEE can putinto practice the use and enjoyment of the business premises,object of this agreement .

2. Be respo nsible before the LES SEE of the eviction or any otherdisturbance that affects the use and enjoyment of the businesspremises , object of this agreement , coming from third part ieslegitimate acts that invoke and/or prove having a better rightlegally granted, as far as such disturbance is not caused by actsor om ission s of the I.FS SR F, r>r if such rlismrhanr.e is caused

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Kc-icnMC ln-.I forms minerva!?" ttsmrnamrawiimfflrMHuwM^Bm^ ;;by acts or omissions of the LESSOR I f o W t y f S HAll redactions made on this page pursuant toexemptions (b)(6), (b)(7)(A), (b)(7)(C) and (b)(7)(F) 002148


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Case 3 07-cv-02590-PJH Document 68-5 Filed 04/13/2009 Page 13 of 33

3 Tran sfer to LE SSE E full right of ow nersh ip of the businesspremises, object of this agreement, i f the LESSEE decides tcaccept the purchase option granted

4 Carry out, in the bus iness prem ises plac e of op eratio n of thetrading firms, object of this agreement, the necessar}maintenance work

5 All other obligat ions issued from the nature of this agreem entor the Law

F IF TH : LES S O R S P EC IA L R IG HT S : As s ta te d in t h is a g re em e n tLESSOR has the fol lowing rights1 Cancel this agree men t before the expir ation d ate when any of thfol lowing si tuat ions arises

a) when the LESSEE is subject to any bankruptcy procedure or tany other action or circumstance that may prejudice thproperty, object of this agreement, before any third part}claim, or that may hind er the rights of the LESS OR ~

b) When the LESSEE transfers this agreement or disposes in an>way of the property, object of this agreement, without previouconsent on the part of the LESSOR

c) When the LES SEE breaches any of the obliga t ions thacorrespond to the LESSEE, inherent to this agreement or to thla w

d) Any false declarat ion or inexact information or omission tcinform that the LESSEE has to present before the LESSOR

2 As a result of the breach of this agre em ent, L ESSO R shall be ino obligat ion to refund the LESSEE any amount received during

(b)(6), (b)(7)(A)(b)(7)(C), (b)(7)(F)

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Case 3:07-cv-02590-PJH Document FiImJO'1/13/2009 Pag e 14 of 33-13857501

the exe cution of this agre em ent, of the rental value and causedby the LESSEE - -3 As a result of the cance llation of this agreeme nt ahead of time ,LESS OR also has the right to demand and receive back thebusiness premises , object of this agreement4. Transfer or dispose of the economic rights issued from thisagreement , ei ther as property or as guaranteeSI X TH: L E S S E E SP EC I A L OBLI GA TI ON S:Pursuant to this agreement, LESSEE shall be responsible for thefol lowing special obl igat ions:

H resto re the busine ss premise s , object of this agreem ent, in the| e n c a s e s es tabl ished in this agreement , and in its defect ,| 2 ~- 5 1 estab lished by law, in the sam e physical cond itions theo d5 ^ LESSEE received those, except for the normal damages causedDC

*" by the daily use and normal enjoym ent, including the work ingcap ital. The return of such prem ises shall be formalized afterpayment of all the public services of the premises and proof ofgood standing with the companies that furnish such publicservices. In any case, the LESSEE has the obligation to pay allthe bills that arrive after the restitution of the premises andthat were caused during the agreement

F I R ST P A R A GR A P H: Only by express written agreement, theLESSOR shal l not be responsible for the payment of services ,connection, l ink-ups that had been contracted directly by theL E S S E E -

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Case 3:07-cv-02590-PJH Document 68-5 Filed 04/13/2009 Page 15 of 33All redactions made on this page pursuantto exem ptions (b)(6), (b)(7)(A), (b)(7)(C),(b)(7)(F)

SECOND PARAGRAPH: the obligation of restitution hereirmentioned does not apply when the right to purchase become!effective2. Maintain the business premises, object of this agreement, in the

same condition as in the moment they were presented to theLESSEE, except for the normal wear and tear caused by thedaily use and normal enjoyment, including the working capitalThus, during the extent of this agreement, the LESSEE shall bresponsible for any damage occurred on the property as a resulof carelessness and lack of proper maintenance attributed tthe LESSEE, besides the fulfillment of all the oblig ation s untithe term of this agreement, without prejudice that if thproperty is insured, the amount paid by the insurance companis charged with such payment, if it corresponds

3. Undertake on the LESSEE own account all the repairs ancimprovements necessary to the business premises, wheroperate the trading firms, object of this agreement -

4. Tnform THE LESSOR on the claims of any third parties , thadirectly or indirectly, may hinder affect the rights of thLESSOR , so that those rights can be protected on time

5. All the other obligations issued from the characteristics of thiagreement, or Law

SEVE N: LIV ER Y. On the date of this agreement, THE LESSOR hacarried out the material universal livery of the physical busin espremises, object of such agreement to the LESSEE, in good conditioalong with the items mentioned on the invento ry ANNEX NO 1.

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Case 3:07-cv-02590-PJH Docu men t 68,5 Fi led 0-1/13 /2009 gag e 16 of 33

' C A- 1 3 8 9 4 9 4 1THE LESSE E declares having received satisfactorily the businesspremises, object of this agreementEIGHT: PROTECTION O F PROPERTY: The parties declareacknowledging the rights of ownership of the business premises,object of this agreement, in the name of the LESSOR and they shallmake it known to other third parties: As a result:

(a) The trading firms object of this agreement shall not bepersecuted by creditors of LESSEE on account of theobligatio ns of the LESSE E

(b) In case of liquidation, the business prope rties object of thisr


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PA RA GR AP H: The present purchase opt ion is i rrevocable andimpose the LESSOR the obligation to satisfy such obligation, beingsubject to the regulations stated in Article 23 of Law 51, 1918THIRTEEN: ARBITRATION: From now on , the par t i es ag ree tha t ,if any difference of opinion arises in relation to this agreement, i tshall be to submitted before a Council of Arbitration that shall abideby the rules estab lished by the Centro de Arb itrame nto yConciliacion Mercantil de la Camara de Comercio de Cali (Arbi t rat ion and Set t lement Center of Business mat ters , Chamber of

[Commerce in Cali) and shall be in the head of a sole arbitratorlappointed by both parties. If no settlement is reached within thirty1(30) days following the claim presented by one of the parties, thearbitrator shall be appointed by the Chamber of Commerce in Cali atIrandom among the arbitrators registered before the ArbitrationIc enterFO UR TEE N: NO TIF ICA TIO NS : All l ega l and con t rac tual mat t e rsthat shall arise, will be settles in the city of Santiago de Cali. Thus,all notifications shall be carried out in the following addresses:L E S S O R: !L E S S E E : !F I F T E E N : A C K N O W L E D M E N T A N D R E G I S T R A T I O N : T h epartie s shall officially a ckno wled ge this docum ent before a Judge ora No tary Pub lic to be effective betwe en the parties In the samemanner and in order to be effective between any third party, thisdocument shal l be regis tered before the corresponding t raderegis ter

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As proof of the above, this is signed in the city of Cali, on the 13'day of August, year 200 ] S I G N A T U RE S : L E S S O R:L E S S E E :

SEALS: SEVENTH NOTARY PUBLIC OF CALI CERTIFIES THA 1THE SIGNATURES AND FINGERPRINT ON THIS DOCUMENARE TRUE . SIGNED .COLOM BIAN IDENTIFICATIO N DOCUM ENT, CC NO:S I G N A T U RE A N D F I N G E RP RI N T

f l THE SAME SEAL TO THE RIGHT: SIGNED BYCOLOMBIAN IDENTIFICATION DOCUMENT, CC NOF I N G E RP RI N Tt 23

AL THE PAGES OF THIS DOCUMENT BEAR THE SEAL OF THffFOU RTEE NH NOT ARY PUBLTC IN CALI

SEE AN NEX 1 TO THE AGREEMENT OF LEASE WITH OPTIONTO PURCH ASE BETW EEN " INTERNACIONAL DE DIV1SA ?S.A PROFESIONALES EN LA COMPRAVENTA DE DIVISAS(PROFESSIONAL FIRM OFFOREIGN EXCHANGE PURCHASEAND SALE ) A N D |CONTEN TS- BUSINESS NAMES OF THE FIRMS ADD RESS. CIT1)COLOMBIAN IDENTIFICATION DOCUMENT.- NAMES ANIF O R E N A M E S

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f=b H i e d U4/'\6/?x){jy hsa[CA-13894944 |ge 19 of 33ase 3:07-cv-02590-PJH Document 6f=s^JÂ-^m^^^ô^HE-^tGRÊ1vrElr^

TO PURCHASE BETWEEN " INTERNAC10NAL DE DIV1SASS.A.PROFESIONALES EN LA COMPRAVENTA DE DIVISAS

"(PROFESSIONAL FIRM OFFOREIGN EXCHANGE PURCHASEAND SALE ) AND ^ ^ ^ ^ ^ ^ HCONTENTS: BUSINESS NAMES OF THE FIRMS. FOREIGNCITIES . FOREIGN COUNTRIES -

FURTHERMORE TO THE TO THE AGREEMENT OF LEASEWITH OPTION TO PURCHASE BETWEEN " INTERNACIONTAL DEDIVISAS S.A.PROFESIONALES EN LA COMPRAVENTA DEDIVISAS(PROFESSIONAL FIRM OFFOREIGN EXCHANGEPURCHASE AND SALE ) AND ^ ^ ^ ^ H j ^ ^ ^ H " . DATEAUGUST 13, 2001: -

I ____^^Between undersigning ^ ^ ^ m ^ ^ ^ ^ ^ H ^ ^ ^ B | ^ ^ ^ ^ ^ | ^ of age,resident in this city of Santiago de Caii, with Colombianidentification document, CC NO: H | ^ ^ ^ | issued in Cali,empowered by the Board of Directors to formalize this legalagreement acting on his own behalf and as representative of firstparty INTERNACIONAL DE DIVISAS S.A. PROFESIONALES ENLA COMPRAVENTA DE DIVISAS (PROFESSIONAL FIRM OFFOREIGN EXCHANGE PURCHASE AND SALE) , business companylegally constituted in accordance with the laws of Colombia , withbusiness address located in the city of Santiago de Cali, who hereinshall be called LESSOR and by ^ ^ ^ ^ B I ^ ^ H i H ^ H - assecond party, also of age, resident in the city of Santiago de Cali,with Colombian identification document, CC NO: j ^ ^ ^ ^ ^ m issuedin the city of Cali. empowered hy the 3nan1 ofDirprtnrs in

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Case 3:07-cv-02590| age 20 of 33All redactions made on this page pursuant toexemptions (b)(6), (b)(7)(A), (b)(7)(C), (b)(7)(F)

m**^formalize this legal agreement on behalf oBusiness company constituted in accordance with the laws oColombia, organized as dealer , with business address located in thcity of Santiago de Cali, who from then on shall be called LESSEE,we have agreed to clarify in relation to ANNEX NO: 1, that thcorrect address of the business premises leased to

:alled " INTERNACIONAL DE DWISAS MEDELLIN JUNIN "IS : CARRERA 49 NO' 52-81, LOCAL 9923, located at CentrComercial Orquidea Plaza, in the city of Medellin

As proof of the above, this document is signed and sealed in the citof Santiago de Cali on the 21 b l day of the month of September, yea2 0 0 1 - - -1

\Z% SIGNATURES: LESSOR) * = LESSEE:]I"" BACK OF THE PAGE: SEVENTH NOTARY SEALS" SEVENToc

NOTARY PUBLIC OF CALI CERTIFIES THAT THE SIGNATUREAND FINGERPRINT ON THIS DOCUMENT ARE TRUE . SIGNED

-COLOMBIAIDENTIFICATION DOCUMENT, CC NOSIGNATURE AND FINGERPRINT-THE SAME SEAL TO THE LEFT. SIGNED BY:

:OLOMBIAN IDENTIFICATION DOCUMENT, CC NOFINGERPRINT

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Case 3:07-cv-02590-PJH Document f*-* FiioH ru /i3 /? nn q j=>age 2 1 of 33C A - 1 3 8 9 4 9 4 5=THISfSAHOFFICIAL- T^ A itS trA -T f> 1t- 1^ i^ Fitl^A^ g 1

COM PLETE OF W HICH REMAINS A COPY FOR ITSCONFRONTATION IF NECESSARYDATE OF THE TRAN SLATION MAY 2003OFFICIAL TRANSLATOR.MEMBER OF THE COLOMBIAN SCHOOL OF TRANSLATORSL ICEN SE ^ H 1 S S U E D B Y T H E COLOMBIAN MINISTRY OFJUSTICE REGISTERED BEFORE THE COLOMBIANMINISTRY OF FOREIGN AFFAIRS, THE EMBASSY OF THEUNITED STATES IN COLOMBIA, THE CONSULATES OFSWITZERLAND, BELGIUM, FRANCE, GREAT BRITAIN INCALIBEFORE THE GOVERNOR OF VALLE DEL CAUCA,REG ISTRAT ION PAGE 159, BOOK C-200-3 , DATE MRCH 27,1990 -ELEVENTH NOTARY PUBLIC IN CALI, REGISTRATION1 7 9 4 , DATE MARCH 28, 1990, FIFTH NOTARY PUBLIC ,BOOK 10, PAGE 144 AUG UST/02SIGNATURE AND SEAL OF THE OFFICIAL TRANSLATOR

1RA0UO0R*. EU C . M IN JUS71C1. COLEGIO COLOMBIAN!) DE |RAD UCTORESREG1STKO No. O35

ESTA ES UNA TRADUCCION OF1C1AL FIEL Y COMPLETADE LA CUAL QUEDA COPIA PARA SU CONFRONTACION SIl-UERA NECESARIOFECHA DE TRADU CCION MAYO DE 2003TRADUCTORA OF1CIALMIEMBRO DEL COLEGIO COLOMBIANO DE TRADUCTORESL1CENCIA ^ H EXPEDIDA POR EL M1NISTERIO DEJUSTIC1APE COLOMBIA.

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Case 3:07-cv-02590-PJH Document 68-5 Filed 04/13/2009 Page 22 of 33

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writing , at least .one (1) month before the maturity date of thagreement, the intention of using the right of purchase and pa;the price assigned to it In case such purcha se option is not puinto effect, both parties on mutual consent, shall extend or renevthe agreement on the same terms or on different ones to the oneagreed previously, by writing and at least one (1) month beforthe maturity date of the agreementELEVEN: TERMINATION: This agreement shall terminate(i) At maturity date(ii) Breach of contract by any of the parties or the contractua

and legal obligations(lii) Mutual consent of both parties(iv) Any other cause established by Law

TW ELV E: OPTIO N TO PURCHASE LESSOR grants LESSEEthe option to purchase in fifteen (IS) days as of the maturity date thbusiness property object of this agreement, for the amount of FIVHHUNDRED MILLTON ($500.000.000.oo) Colombian pesos (Note otranslator- equivalent to USS 177.305 dollars, at the officiaexchange rate of $2,820 Colombian pesos/ one (1) USS dollar, oMay 15, date of this transla tion)- -This purchase operation shall be cancelled as a whole, or as economiexploitation unit and shall abide by the regulations established fosuch cases in Article 525 and next of the Business Code

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(b)(6), (b)(7)(A), (b)(7)(C),(b)(7)(F)T R M X I C r O R A .

U C . W IN i U S T l C I A |

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petition 172e - cierre del negocio

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