accepted by the Issuer in settlement of obligationa with
respect to loans made by the Issuer for projects in the

Mongolian People’s Republic.

ARTICLE 6

(a) Any dispute between the Government of the
united States of America and the Government of the
Mongolian People’s Republic regarding the interpretation
of this Agreement or which, in the opinion of one of the
Governments, involves a question of public international
law arising out of any project or activity for which
coverage has been issued shall be resolved, insofar as
possible, through negotiations between the two
Governments. If, at the end of six months following the
request for negotiations, the two Governnente have not
resolved the dispute by agreement, the dispute, including
the question of whether such dispute presents a question

of public international law, shall be submitted, at the
initiative of either Government, to an arbitral tribunal
for resolution in accordance with Article 6(b).

(b) The arbitral tribunal for resolution of
disputes pursuant to Article 6(a) shall be established
and function as follows:

(1) Each Government shall appoint one arbitrator;

these two arbitrators shall designate a president

by common agreement who shall be a citizen of a

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This Agreement shall enter into force on the date
in which each Government shall have notified the other
that its constitutional or other legal requirements with
regard to this Agreement have been fulfilled.

In witness whereof, the undersigned, duly authorized
thereto by their respective Governments, have signed this

Agreement at New York on the 29th day of September, 1990.

For the Government of the
UNITED STATES OF AMERICA MONGOLIAN PEOPLE’S REPUBLIC

eo

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prohibit the acquisition from a party under Coverage of
any interest in any property within the territory of the
Mongolian People’s Republic by the Issuer, the Government
ef the Mongolian People’s Republic shall permit such
party and the Issuer to make appropriate arrangements
pursuant to which such interests are transferred to an
entity permitted to own such interests under the laws of

the Mongolian People’s Republic.

ARTICLE 5
(a) Amounts in the lawful currency of the

Mongolian People’s Republic, including credits thereof,
acquired by the Issuer by virtue of such Coverage

shall be accorded treatment by the Government of the
Mongolian People’s Republic no less favorable as to use
and conversion than the treatment to which such funds
would be entitled.in the hands of the party under
Coverage, :

(b) Such amounts and credits may be transferred by
the Issuer to any person or entity and upon such transfer
shall be freely available for use by such person or entity
in the territory of the Mongolian People’s Republic.

(c) Notwithstanding the provisions of Article 2 of
this agreement, the provisions of this Article 5 shail
algo apply to any amounts and credits in the lawful

currency of the Mongolian People’s Republic which may be

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third state and whose appointment shall be subject
to acceptance by the two Governments. The
arbitrators shall be appointed within three months
and the president within six months of the date of
receipt of either Government's request for
arbitration. If the appointments are not made
within the foregoing time limits, either Governnent
may, in the absence of any other agreement, request
the Secretary-General of the International Centre
for the Settlement of Investment Disputes to make
the necessary appointment or appointments, and both
Governments agree to accept such appointment or
appointments.

(ii) The arbitral tribunal shall base its decision
on the applicable principles and rules of public
international law. The arbitral tribunal shall
decide by majority vote. Its decision shall he
final and binding.

(444) During the proceedings, each of the
Governments shall pay the expense of ite arbitrator
and of ite representation in the proceedings before
the arbitral tribunal, whereas the expenses of the
president and other costs of arbitration shall be
paid in equal parts by the two Governments. In its |
award, the arbitral tribunal may, in its discretion,
reallocate expenses and costs between the two

Governnents.

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at , ; C
INVESTMENT INCENTIVE AGREEMENT BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE MONGOLIAN PEOPLE’S REPUBLIC

The Government of the United states of America and the
Government of the Mongolian People’s Republic, desiring to
encourage economic activities in the Mongolian People's _
Republic which promote the development of the economic
resources and productive capacities of the Mongolian People’s
Republic through investment insurance (including
reingurance), loans and guaranties which are backed in whole
or in part by the credit or public monies of the United |
States of America and administered by the Overseas Private
Investment Corporation ("OPIC"), an agency of the United
States of America, or pursuant to arrangements between OPIC
and commercial insurance, reinsurance and other companies, |

have agreed as follows:

ARTICLE 2
As used in this Agreement, the term "Coverage"

shall refer to any investment insurance, reinsurance or
guaranty which is issued in accordance with this
Agreement by OPIC, by any successor agency of the United
States of America or by any other entity or group of
entities, pursuant to arrangements with OPIC or any
successor agency. In this Agreement, the term “Issuer

shall refer to OPIC and any such successor agency, entity

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(iv) In all other matters, the arbitral tribunal

shall regulate its own pirocedures,

ARTICLE_7 Sse ts

The two Governments, desiring reciprocity, agree
that, in the event the Government of the Mongolian
People’s Republic makes arrangements to issue Coverage in
the United States of America under a program similar in
substance to the investment guaranty program te which
this Agreement relates, provisions equivalent to those of
this Agreement shall apply with respect to Mongolian
investments in the United States of America upon
completion of the constitutional and other legal

processes of both Governments approving such arrangements.

ARTICLE 8
This Agreement shall continue in force until six
months from the date of receipt of a note by which one
Government informs the other of an intent no longer to be
a party to the Agreement. In such event, the provisions
of the Agreement with respect to Coverage issued while
the Agreement was in force shall remain in force for the

duration of such Coverage, but in no case longer than

‘twenty years after the termination of the Agreement.

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er group of entities to the extent of their interest as
insurer, reinsurer, or guarantor in any Coverage, whether
as a party or successor to a contract providing Coverage

or as an agent for the administration of Coverage,

The procedures set ‘forth in. this Agreement shall
apply only with respect to Coverage relating to projects
or activities registered with or otherwise approved by the
Government of the Mongolian People’s Republic. In the
ease of Coverage relating to projects with respect to
which the Government of the Mongolian People’s Republic,
or any agency or political subdivision thereof, has
entered into a contract involving the provision of goods
or services or invited tenders on such a contract, the
required registration or approval shall be conclusively

presumed to exist.

; ARTICLE 3
(a) If the Issuer makes payment to any party
under Coverage, the Government of the Mongolian People’s
Republic shall, subject to the provisions of article 4 of
this Agreement, recognize. the tranefer to the Issuer
of any currency, credits, assets, or investment on
account of which payment under such Coverage is made as

well as the succession of the Issuer to any right, title,

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claim, privilege, or cause of action existing, or which
may arise, in connection with such payment. ,

(b) The Issuer shall aseert no greater rights
than those of the transferring party under Coverage with
respect to any interests transferred or succeeded to
under this Article. Nothing in this Agreement shall
limit the right of the Government of the United States of
America to assert a claim under international law in its
sovereign capacity, as distinct from any rights it may
have as Issuer.

(c) The Issuer shall not be subject to regulation
under the laws of the Mongolian People’s Republic
applicable to insurance or financial organizations.

(ad) Interest and fees on loans made or guaranteed
by the Issuer shall be exempt from tax in the Mongolian
People’s Republic, The Issuer shall not be subject to’
tax in the Mongolian People’s Republic as a result of any
transfer or succession which occurs pursuant to Article
3(a). Tax treatnent of other transactions conducted by
the Issuer in the Mongolian People’s Republic shall be
determined by applicable law or specific agreement
between the Issuer and appropriate fiscal authorities of
the Government of the Mongolian People’s Republic. -

ARTICLE 4
To the extent that the laws of the Mongolian
People’s Republic partially or wholly invalidate or