Common use of Public Debt Clause in Contracts

Public Debt. 1. The Parties recognise that the purchase of debt issued by a Party entails commercial risk. For greater certainty, no award shall be made in favour of a disputing investor for a claim under Article 17 (Submission of a Claim) with respect to default or non-payment of debt issued by a Party unless the disputing investor meets its burden of proving that such default or non- payment constitutes a breach of an obligation under Chapter II (Protection), including an uncompensated expropriation pursuant to Article 6 (Expropriation). 2. No claim that a restructuring of debt issued by a Party breaches an obligation under Chapter II (Protection) shall be submitted to, or if already submitted continued in, arbitration under Section One (Settlement of Disputes between a Party and an Investor of the Other Party) of Chapter II (Dispute Settlement) if the restructuring is a negotiated restructuring at the time of submission, or becomes a negotiated restructuring after that submission, except for a claim that the restructuring violates Article 4 (National Treatment) or Article 5 (Most- Favoured-Nation Treatment). 3. Notwithstanding Article 17 (Submission of a Claim), and subject to paragraph 2, an investor of the other Party shall not submit a claim under Section One (Settlement of Disputes between a Party and an Investor of the Other Party) of Chapter IM (Dispute Settlement) that a restructuring of debt issued by a Party breaches an obligation under Chapter If (Protection), other than Article 4 (National Treatment) or Article 5 (Most- Favoured-Nation Treatment), unless 450 days have elapsed from the date of receipt by the disputing Party of the written request for consultations pursuant to Article 15 (Consultations). 4. For the purposes of this Annex, "negotiated restructuring" means the restructuring or rescheduling of a debt instrument that has been effected through (a) a modification or amendment of that debt instrument, as provided for under its terms, or

Public Debt. 1. The Parties recognise that the purchase of debt issued by a Party entails commercial risk. For greater certainty, no award shall be made in favour of a disputing investor for a claim under Article 17 (Submission of a Claim) with respect to default or non-payment of debt issued by a Party unless the disputing investor meets its burden of proving that such default or non- payment constitutes a breach of an obligation under Chapter II (Protection), including an uncompensated expropriation pursuant to Article 6 (Expropriation). 2. No claim that a restructuring of debt issued by of a Party breaches an obligation under Chapter II 2 (Investment Protection) shall may be submitted toor, or if already submitted continued insubmitted, arbitration be pursued under Section One B (Settlement Resolution of Disputes between a Party Investors and an Investor of the Other PartyParties) of Chapter II 3 (Dispute Disputes Settlement) if the restructuring is a negotiated restructuring at the time of submission, submission or becomes a negotiated restructuring after that such submission, except for a claim that the restructuring violates breaches Article 4 2.3 (National Treatment) or Article 5 2.4 (Most- Most-Favoured-Nation Treatment). 32. Notwithstanding Article 17 3.33 (Submission of a Claim) of Section B (Resolution of Disputes between Investors and Parties) of Chapter 3 (Disputes Settlement), and subject to paragraph 21 of this Annex, an investor of the other Party shall not submit a claim under Section One B (Settlement Resolution of Disputes between a Party Investors and an Investor of the Other PartyParties) of Chapter IM 3 (Dispute Disputes Settlement) that a restructuring of debt issued by of a Party breaches an obligation under Chapter If (Protection), other than Article 4 2.3 (National Treatment) or Article 5 2.4 (Most- Most-Favoured-Nation Treatment) (1) or any obligation under Chapter 2 (Investment Protection), unless 450 270 days have elapsed from the date of receipt submission by the disputing Party claimant of the written request for consultations pursuant to Article 15 3.30 (Consultations). 4(1) For greater certainty, a breach of the Article 2.3 (National Treatment) or Article 2.4 (Most-Favoured-Nation Treatment) does not occur merely by virtue of a different treatment provided by a Party to certain categories of investors or investments on grounds of a different macroeconomic impact, for instance to avoid systemic risks or spillover effects, or on grounds of eligibility for debt restructuring. 3. For the purposes of this Annex, ": (a) negotiated restructuring" means the restructuring or rescheduling of debt of a debt instrument Party that has been effected through through: (ai) a modification or amendment of that debt instrumentinstruments, as provided for under its their terms, orincluding their governing law; or (iI) a debt exchange or other similar process in which the holders of no less than 66 percent of the aggregate principal amount of the outstanding debt subject to restructuring, excluding debt held by that Party or by entities owned or controlled by it, have consented to such debt exchange or other process; and

Public Debt. 1. For the purposes of this Annex, negotiated restructuring means the restructuring or rescheduling of a debt instrument that has been effected through (a) a modification or amendment of that debt instrument, as provided for under its terms, or; (b) a comprehensive debt exchange or other similar process in which the holders of no less than 75 per cent of the aggregate principal amount of the outstanding debt under that debt instrument have consented to the debt exchange or other process. 2. The Parties recognise that the purchase of debt issued by a Party entails commercial risk. For greater certainty, no award shall be made in favour of a disputing investor for a claim under paragraph 7 of Article 17 9.24 (Submission Settlement of Investment Disputes between a ClaimParty and an Investor of the other Party) with respect to default or non-payment of debt issued by a Party unless the disputing investor meets its burden of proving that such default or non- non-payment constitutes a breach of an obligation under Chapter II 9 (ProtectionInvestment), including an uncompensated expropriation pursuant to Article 6 9.11 (ExpropriationExpropriation and Compensation). 23. No claim that a restructuring of debt issued by a Party breaches an obligation under Chapter II 9 (ProtectionInvestment) shall be submitted to, or if already submitted continued submitted, continue in, arbitration under Section One Article 9.24 (Settlement of Investment Disputes between a Party and an Investor of the Other Party) of Chapter II (Dispute Settlement) ), if the restructuring is a negotiated restructuring at the time of submission, or becomes a negotiated restructuring after that submission, except for a claim that the restructuring violates Article 4 9.3 (National Treatment) or Article 5 9.4 (Most- Favoured-Nation Treatment) of Chapter 9 (Investment). 34. Notwithstanding paragraph 7 of Article 17 9.24 (Submission Settlement of Investment Disputes between a ClaimParty and an Investor of the other Party), and subject to paragraph 23, an investor of the other Party shall not submit a claim under Section One Article 9.24 (Settlement of Investment Disputes between a Party and an Investor of the Other Party) of Chapter IM (Dispute Settlement) that a restructuring of debt issued by a Party breaches an obligation under Chapter If 9 (ProtectionInvestment), other than Article 4 9.3 (National Treatment) or Article 5 9.4 (Most- Most-Favoured-Nation Treatment) of Chapter 9 (Investment), unless 450 365 days have elapsed from the date of receipt by the disputing Party of the written request for consultations pursuant to paragraphs 5 and 6 of Article 15 (Consultations9.24(Settlement of Investment Disputes between a Party and an Investor of the other Party). 4. For the purposes of this Annex, "negotiated restructuring" means the restructuring or rescheduling of a debt instrument that has been effected through (a) a modification or amendment of that debt instrument, as provided for under its terms, or

Public Debt. 1. The Parties recognise that the purchase of debt issued by a Party entails commercial risk. For greater certainty, no award shall be made in favour of a disputing investor for a claim under Article 17 (Submission of a Claim) with respect to default or non-payment of debt issued by a Party unless the disputing investor meets its burden of proving that such default or non- non-payment constitutes a breach of an obligation under Chapter II (Protection), including an uncompensated expropriation pursuant to Article 6 (Expropriation). 2. No claim that a restructuring of debt issued by a Party breaches an obligation under Chapter II (Protection) shall be submitted to, or if already submitted continued in, arbitration under Section One (Settlement of Disputes between a Party and an Investor of the Other Party) of Chapter II III (Dispute Settlement) if the restructuring is a negotiated restructuring at the time of submission, or becomes a negotiated restructuring after that submission, except for a claim that the restructuring violates Article 4 (National Treatment) or Article 5 (Most- Favoured-Nation Treatment).Treatment).30 3. Notwithstanding Article 17 (Submission of a Claim), and subject to paragraph 2, an investor of the other Party shall not submit a claim under Section One (Settlement of Disputes between a Party and an Investor of the Other Party) of Chapter IM III (Dispute Settlement) that a restructuring of debt issued by a Party breaches an obligation under Chapter If II (Protection), other than Article 4 (National Treatment) or Article 5 (Most- Favoured-Nation Treatment), unless 450 days have elapsed from the date of receipt by the disputing Party of the written request for consultations pursuant to Article 15 (Consultations). 4. For the purposes of this Annex, "“negotiated restructuring" ” means the restructuring or rescheduling of a debt instrument that has been effected through (a) a modification or amendment of that debt instrument, as provided for under its terms, oror (b) a comprehensive debt exchange or other similar process in which the holders of no less than 75 per cent of the aggregate principal amount of the outstanding debt under that debt instrument have consented to the debt exchange or other process.