2. The determination of whether a measure or series of measures by a Party, in a specific situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that considers, among other factors:
(a) the economic impact of the measure or series of measures, although the sole fact that a measure or series of measures of a Party has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred;
(b) the duration of the measure or series of measures by a Party;
(c) the character of the measure or series of measures, notably their object and context.
3. For greater certainty, except in the rare circumstance when the impact of a measure or series of measures is so severe in light of its purpose that it appears manifestly excessive, non-discriminatory measures by a Party that are designed and applied to protect legitimate policy objectives, such as the protection of public health, social services, public education, safety, environment including climate change, public morals, social or consumer protection, privacy and data protection, or the promotion and protection of cultural diversity do not constitute indirect expropriations.
ANNEX II. PUBLIC DEBT
1. No claim that a restructuring of debt of a Party breaches an obligation under this Agreement may be submitted to, or if already submitted, be pursued under Article 23 if the restructuring is a negotiated restructuring at the time of submission, or becomes a negotiated restructuring after such submission.
2. Notwithstanding Article 23 and subject to paragraph 1 of this Annex, an investor shall not submit a claim that a restructuring of debt of a Party breaches an obligation under this Agreement (5), unless two hundred seventy (270) days have elapsed from the date of submission by the claimant of the written request for consultations pursuant to Article 23.
3. For the purposes of this Annex:
(a) "negotiated restructuring" means the restructuring or rescheduling of debt of a Party that has been effected through
(i) a modification or amendment of debt instruments, as provided for under their terms, including their governing law, or
(ii) a debt exchange or other similar process in which the holders of no less than 75% of the aggregate principal amount of the outstanding debt subject to restructuring, have consented to such debt exchange or other process.
(b) "governing law" of a debt instrument means a jurisdiction's legal and regulatory framework applicable to that debt instrument.