H. LIMITED PARTNERSHIP WITH SHARE CAPITAL

2.194 Limited partnerships with share capital have two distinctive characteristics: the existence of two classes of partners known as unlimited and silent partners; the former having joint, unlimited and ancillary liability for company obligations, and the latter with their liability limited to the amount of their contribution; and the silent partner's contribution is represented by shares.

2.195 The double condition of unlimited and silent partner can be exercised by the same person, but the Companies Supervisory Agency requires the existence of at least one entirely silent partner.

2.196 Because of their mixed quality of corporation and limited partnership, limited partnerships with share capital are ruled also by the provisions governing said partnerships.

2.197 Management of the partnership may be vested in an unlimited partner or a third party, but not in a silent partner, except in the event of bankruptcy, death or incapacity of the unlimited partners, when the silent partner is authorized to deal with the urgent acts of management. Nevertheless, and even in the case described, reorganization of the ordinary management of the partnership must be accomplished within a term of three months. It is a faculty and duty of the Syndic to appoint a provisional administrator for said period. Both the silent partner performing urgent acts of management, or the provisional administrator appointed by the Syndic, are exempted from the joint and unlimited liability that could spring from the performance of their duties, if they disclose their interim status to third parties when performing same.

2.198 The principles provided for General Partnerships are applicable to the removal of the administrator, but if this is demanded by a silent partner or partners, on fair grounds, they must represent not less than five per cent of the capital. An unlimited partner removed from the administration is entitled to withdraw from the firm or become a silent partner.

2.199 The Meeting of shareholders comprises the partners of both categories. For quorum and voting purposes, the holdings of the unlimited partners must be considered in fractions of equal value to the shares. Any smaller amount will not be taken into account for the purpose.

2.200 The managing partner will be heard but cannot vote, and any clause contrary thereto will be considered void as to:

1) Election and removal of the auditor.

2) Ratification of the appointment of the managers and auditors or the discussion of their responsibilities.

3) Removal of managers.

2.201 Assignment of the unlimited partner's capital requires the approval of partners representing 60% at least the capital unless the bylaws establish a higher percentage of capital required to such ends.

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I. ASSOCIATION FOR COLLABORATION

2.202 Law 19550 allows companies incorporated in Argentina or individual entrepreneurs domiciled in the country, to establish a common organization in order to facilitate or develop certain phases of the activity of its members or to perfect or increase the results of such activities.

2.203 Foreign companies may join these Associations provided they meet the requirements exacted of foreign companies in order to establish a branch or any type of permanent representation in Argentina.

2.204 An Association for Collaboration is not a company pursuing earnings that are then distributed among its owners, but a non-profit organization in which its members intend to take advantage from rationalizing and coordinating their activities, equipment, personnel, etc.

2.205 The contract must be drawn up in a public or private instrument and registered following the procedure established for the registration of companies, but does not require publication in the Official Gazette. Once the procedure is completed, a copy of the contract with the respective registration data must be forwarded by the Companies Supervisory Agency to the Federal Anti Trust Agency.

2.206 The contract must contain the following data:

1) Object of the Association.

2) Duration of same, that cannot exceed ten years but may be extended prior to expire by unanimous resolution of its members. If the duration is not established it is understood that the contract is valid for ten years.

3) Name, combining a fantasy name and including the word "Association".

4) Members' data and, in the case of companies, mention of the resolution approving execution of the contract, date of same and number of respective minutes.

5) Establishment of domicile for all contract purposes.

6) Obligations assumed by the members, contributions owing to the common operating fund and means for financing common activities.

7) Participation of each member in the common activities and results of same.

8) Organization and control of the common activity, management of the common operating fund and representation of members.

9) Circumstances of separation and exclusion.

l0) Terms for admission of new members.

11) Penalties.

12) Rules for establishing the Association's accounts.

2.207 Resolutions concerning compliance with the object of the Association must be adopted by majority vote of the members unless otherwise established in the contract. The resolution may be questioned only for infringement of legal or contract terms, within 30 days of notification.

2.208 In order to amend the contract, the unanimous consent of the members is required.

2.209 The Association's liability to third parties is considered by law in two cases:

a) For obligations assumed by the representative of the Association on account of the Association, its members are jointly and severally liable.

b) For obligations assumed by the representatives on account of a member, the latter is jointly liable with the common operating fund, if this circumstance was reported at the time the obligation was contracted.

2.210 As far as the particular obligation of the members is concerned, their creditors cannot enforce their right on the common operating funds.

2.211 The Association's accounts must be submitted to the members' consideration within ninety days from the end each accounting year. The profits or losses or, if applicable, the income and outgo of the participants springing from their activity may be charged to the year in which they arose or the year in which the accounts of the Association were approved.

2.212 The Association may be dissolved for reasons similar to the grounds provided for the winding up of companies, or by decision of the Federal Anti Trust Agency upon considering the Association involved in practices restricting competition.

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