We have been advised by our Argentine counsel, Martínez de Hoz & Rueda, that there is doubt as to whether the courts of Argentina would
enforce in all respects, to the same extent and in a timely manner as a U.S. court or non-Argentine court, in legal actions initiated
in Argentina, liabilities and rights predicated solely upon the civil liability provisions of the United States or other non-Argentine
laws, and as to whether the courts of Argentina would enforce judgments or awards issued in the United States or other non-Argentine
Foreign judgments could be recognized and enforced in Argentina, provided that they comply with the requirements established under
Argentine law, including the international treaties ratified by it. In the absence of a treaty, the following requirements of Article
517 of the Argentine National Civil and Commercial Procedural Code will apply for the recognition or enforcement of a foreign judgment
(if said recognition and enforcement is sought before federal courts):
(i) the judgment, which must be final in the jurisdiction where rendered, must have been issued by a competent court in accordance with
the Argentine rules on international jurisdiction and must have resulted from a personal legal action or an in rem legal action with
respect to personal property if the property was transferred to Argentine territory during or after the foreign trial,
(ii) the defendant against whom enforcement of the judgment is sought must have been duly summoned and must have been given an
opportunity to present its case,
(iii) the judgment must meet the requirements to be considered as such in the place in which it was issued and complies with the
authenticity conditions required by national laws,
(iv) the judgment must not affect Argentine principles of public policy
(orden público argentino), and
(v) the judgment must not be contrary to a judgment issued before or simultaneously by an Argentine court.
Any document in a language other than Spanish (including, without limitation, a foreign judgment and other documents related thereto)
must be duly legalized and a translation by an Argentine sworn public translator into the Spanish language must be submitted to the
relevant court. The filing of claims with the Argentine judicial system is subject to the payment of a court tax to be paid by the
person filing the claim, which tax rates vary from one jurisdiction to another (the current court tax in the courts sitting in the City
of Buenos Aires is levied at a general rate of 3% of the amount claimed in conformity with Article 2 of Argentine Law No. 23,898).
Pursuant to Argentine Law No. 26,589, as amended, certain mediation procedures must be exhausted prior to the initiation of lawsuits in
Any final and conclusive judgment rendered outside Spain, in a country not bound by the provisions of EU Regulation number 1215/2012 of the European Parliament and of the Council on jurisdiction and recognition and enforcement of judgments in civil and commercial matters (and, in particular, in the United States),
would be recognized and enforced by the courts of Spain pursuant to the following regimes:
In accordance with the provisions of any applicable treaty (there being none currently in existence between Spain and the United
States for these purposes); and
In the absence of any such treaty, the judgment would be enforced in Spain subject to Article 523 of the Spanish Civil Procedure Act
(Ley 1/2000, de 7 de enero de Enjuiciamiento Civil) if none of the following grounds for refusal in compliance with the Spanish
International Legal Cooperation in Civil Matters Act (Ley 29/2015, de 30 de julio de cooperación jurídica internacional en materia
civil, the "Spanish International Cooperation in Civil Matters Act") occur:
(i) the judgment is contrary to Spanish public policy (orden público);
(ii) the judgement is not final (i.e., subject to further appeal) and therefore is not an enforceable nature (fuerza ejecutiva) in the foreign jurisdiction;
(iii) the judgment is rendered due to a clear breach of the rights to defense of either party (if a judgement has been rendered by default (“en rebeldía”) against the defendant it is deemed to breach his rights of defense if he not been regularly and
timely notified in a manner enabling him to defend himself properly);
(iv) the judgment is on a matter over which the Spanish courts have exclusive jurisdiction, or with respect to other matters if the
foreign court’s jurisdiction does not have reasonable connection with the dispute;
(v) the judgment is incompatible with another judgment rendered in Spain;
(vi) the judgment is incompatible with a previous judgment rendered in another country which satisfies the conditions to be enforceable in Spain;
(vii) existence of an action pending in Spain between the same parties and on the same subject matter, commenced before the foreign proceeding;
(viii) the Branch and Pan American are subject to an insolvency proceeding in Spain and the foreign judgment does not meet the
requirements provided for in Spanish Insolvency Act (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el Texto
Refundido de la Ley Concursal) (the “Spanish Insolvency Act”); or
(ix) the copy of the judgment presented before the Spanish Court is not duly apostilled or the documentation prepared for the
purposes of requesting the enforcement is not accompanied by a Spanish translation in accordance with Article 144 of the Spanish Civil
Procedure Act (Ley 1/2000, de 7 de enero de Enjuiciamiento Civil).
In addition, should the Branch and Pan American be subject to an insolvency proceeding in Spain the provisions contained in the Spanish Insolvency Act should be taken into account.
According to Article 3.2 of the Spanish International Cooperation in Civil Matters Act, the Spanish government may establish that the
Spanish authorities will not cooperate with another country’s authorities where there has been a refusal of cooperation or a legal
prohibition of providing cooperation by such other country’s authorities.
Additionally, article 47 of the Spanish International Cooperation in Civil Matters Act provides for a special provision and a special
rule concerning the recognition of foreign judgments rendered in proceedings resulting from collective action, which may be recognized
and enforced in Spain insofar as they satisfy the conditions set forth therein.
The United States and Spain are not party to any treaty providing for reciprocal recognition and enforcement of judgments, other than
arbitral awards rendered in civil and commercial matters. Accordingly, any party wishing to have a U.S. ruling recognized or enforced in
Spain, which would not directly be recognized or enforced in Spain, must file an application seeking declaration of enforceability of
the U.S. resolution (exequatur) with the relevant Spanish Judge of First Instance (Juzgado de Primera Instancia) or
Commercial Court (Juzgado de lo Mercantil) for which the foregoing requirements must be met.
The Spanish courts may express any such order in a currency other than euro in respect of the amount due and payable by the Branch or
Pan American, but in case of enforcement in Spain, the court costs and interest will be paid in euros.
A final and conclusive judgment obtained against the Branch and Pan American in any country bound by the provisions of EU Regulation
number 1215/2012 of the European Parliament and of the Council on jurisdiction and the recognition and enforcement of judgments in civil
and commercial matters would be recognized and enforceable by the Spanish courts, without review of its merits.
The enforcement of any judgments in Spain entails, among others, the following actions and costs:
(a) documents in a language other than Spanish must be accompanied by a sworn translation into Spanish (translator’s fees will be payable);
(b) foreign documents may be required to be legalized and apostilled;
(c) certain court fees must be paid;
(d) the procedural acts of a party litigating in Spain must be directed by an attorney at law and the party must be represented by a court agent (procurador); and
(e) the content and validity of foreign law, if needed, must be evidenced to the Spanish courts (which could, again, entail certain costs).
In addition, Spanish civil proceedings rules cannot be amended by agreement of the parties and will therefore prevail notwithstanding any provision to the contrary in the