US ECONOMIC SANCTIONS & EMBARGOES

Margaret M. Gatti, Esq. Louis K. Rothberg, Esq. March, 2014 www.morganlewis.com

Morgan, Lewis & Bockius LLP

Information is accurate as of March 25, 2014 Information is subject to change without prior notice due to ongoing diplomatic and political developments.

© Morgan, Lewis & Bockius LLP

2

US Sanction Regimes

19 countries sanctioned by OFAC – across the board or selectively Cuba

Syria

Iraq

Libya

Iran

Burma/Myanmar

Ivory Coast

Somalia

North Korea

Belarus

Lebanon

Western Balkans

Sudan

D.R. Congo

Liberia

Zimbabwe

Yemen Russia /Ukraine © Morgan, Lewis & Bockius LLP

3

US Sanction Regimes

Comprehensive sanctions on 5 countries

Cuba

Iran

Sudan

Syria

© Morgan, Lewis & Bockius LLP

4

North Korea

US Sanction Regimes

Selective sanctions on 2 countries: Burma

© Morgan, Lewis & Bockius LLP

Libya

5

US Sanction Regimes SDN List Based Sanctions on 12 countries: Western Balkans

Belarus

DR Congo

Iraq

Ivory Coast

Lebanon

Liberia

Somalia

Zimbabwe

Yemen

Russia

Ukraine

© Morgan, Lewis & Bockius LLP

6

Sanctions Consider Who Is “Subject”?

“US PERSON” must comply with OFAC Sanctions • “US PERSONS” includes foreign subsidiaries for OFAC’s CUBA SANCTIONS PROGRAM (TWEA) and OFAC IRAN SANCTIONS (Iran Threat Reduction Act of 2012, P.L. 112-158, Sec. 218 and 31 CFR 560.215) • FOREIGN SUBSIDIARIES ARE NOT US PERSONS UNDER OTHER OFAC SANCTION PROGRAMS (IEEPA) – BUT SPECIAL RULES RE IRAN (e.g., energy, etc.)

© Morgan, Lewis & Bockius LLP

7

Cuba: Who? What?

© Morgan, Lewis & Bockius LLP

8

Cuba: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches and foreign subs

4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

9

Cuba: General Prohibition On All Transactions  Cuba and Iran are Strictest US Embargoes  Prohibit all financial transactions and all financial dealings with Cuba or with a Cuban national without an OFAC license  Prohibit US Persons from approving, guaranteeing and / or brokering any transaction involving Cuba or a Cuban national without an OFAC license.

© Morgan, Lewis & Bockius LLP

10

Prohibitions re: SDNS US Persons prohibited from transferring, paying, exporting, withdrawing or otherwise dealing in property and interests in property of any person or entity that is blocked. – Certain property of Cuba and Cuban nationals are blocked as required by Executive Orders. – Such transactions are declared null and void and have no legal effect in US © Morgan, Lewis & Bockius LLP

11

Imports From Cuba  No goods or services of Cuban origin may be imported into US either directly or thru third country  Only exception for information or informational materials or certain artwork

12 © Morgan, Lewis & Bockius LLP 12

Exports To Cuba GENERAL PROHIBITION ON EXPORTS No products, technology or services may be exported to Cuba from the US or from third countries by “US person” without an OFAC license

© Morgan, Lewis & Bockius LLP

13

Transfers To Cuba From Outside of US: Who? All transfers outside US are prohibited when a US Person is involved (unless licensed) 1. US citizens and permanent resident aliens [US Green Card holders], wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches and foreign subs [TWEA based] 4. US-based Branches & subsidiaries of foreign companies © Morgan, Lewis & Bockius LLP

14

Transfers To Cuba From Outside of US: What? All transfers outside US are prohibited when goods involved are subject to US jurisdiction (unless licensed) 

Goods exported from US or



Re-exports from third countries of goods originally exported from the US

Foreign-made products that contain no US content or exclusively EAR99 content are not subject to US jurisdiction on basis of “What Jurisdiction” but will be prohibited from export to Cuba if export is made by a “US Person”, which is defined to include foreign subsidiaries.

© Morgan, Lewis & Bockius LLP

15

Iran: Who? What?

© Morgan, Lewis & Bockius LLP

16

Iran: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws 4. including their foreign branches and foreign subsidiaries [Mandated by Congress in Sec. 218 of Iran Threat Reduction Act of 2012, P.L. 112-158 (Aug. 10, 2012), implemented by 31 CFR § 560.215 (Dec. 26, 2012)] Cuba and Iran regulations now both exert US jurisdiction over foreign subsidiary of a US parent © Morgan, Lewis & Bockius LLP

17

Foreign Subs Now Fully Subject To Iran Sanctions Regulations • 31 CFR § 560.215 provides (Dec. 26, 2012): • An entity that is owned or controlled by a United States person and established or maintained outside the United States is prohibited from knowingly engaging in any transaction, directly or indirectly, with the Government of Iran or any person subject to the jurisdiction of the Government of Iran that would be prohibited pursuant to this part if engaged in by a United States person or in the United States

© Morgan, Lewis & Bockius LLP

18

Foreign Subs Now Fully Subject To Iran Sanctions Regulations • an entity is “owned or controlled” by a United States person if the United States person: • (i) Holds a 50 percent or greater equity interest by vote or value in the entity; or • (ii) Holds a majority of seats on the board of directors of the entity; or • (iii) Otherwise controls the actions, policies, or personnel decisions of the entity

© Morgan, Lewis & Bockius LLP

19

Foreign Subs Now Fully Subject To Iran Sanctions Regulations • “knowingly” means that the person engages in the transaction with actual knowledge or reason to know. • A person is “subject to the jurisdiction of the Government of Iran” if the person is organized under the laws of Iran or any jurisdiction within Iran, ordinarily resident in Iran, or in Iran, or owned or controlled by any of the foregoing.

© Morgan, Lewis & Bockius LLP

20

“Grace Period” For Certain Transactions By Foreign Subs • 31 CFR § 560.555 (Dec. 26, 2012) provides a “limited grace period” via General License for foreign subs and affiliates to wind down transactions begun before October 9, 2012 : • “Certain transactions ordinarily incident and necessary to the winding-down of transactions prohibited by 31 CFR § 560.215 are authorized from October 9, 2012, through March 8, 2013, provided that those ordinarily incident and necessary transactions do not involve a U.S. person or occur in the United States”

© Morgan, Lewis & Bockius LLP

21

Foreign Subs May Use General Licenses Otherwise Available to US Persons • 31 CFR §560.556 - A “U.S.-owned or -controlled foreign entity” is authorized to engage in a transaction otherwise prohibited by § 560.215 that would be authorized by a general license set forth in or issued pursuant to 31 CFR Part 560 if engaged in by a U.S. person or in the US, provided the U.S.-owned or controlled foreign entity is authorized to engage in the transaction only to the same extent as the U.S. person is authorized to engage in the transaction and subject to all the conditions and requirements set forth in the general license for the U.S. person. © Morgan, Lewis & Bockius LLP

22

Sanctions Imposable Directly On US Parent For Violations Of Foreign Sub • Section 218 of the Iran Threat Reduction Act (Pub. L. 112-158), states a civil may be directly imposed on a United States person if an entity owned or controlled by the United States person and established or maintained outside the United States violates, attempts to violate, conspires to violate, or causes a violation of the prohibition set forth in 31 CFR§ 560.215 [See also 31 CFR § 560.701(a)(3)] • The penalties do not apply with respect to a transaction described in § 560.215 if the US person divests or terminates its business with the FOREIGN entity not later than February 6, 2013, such that the U.S. person no longer owns or controls the FOREIGN entity

© Morgan, Lewis & Bockius LLP

23

Securities Exchange Commission Mandatory Disclosure For Certain Iran Violations •

Section 219 of the Iran Threat Reduction Act requires that an "issuer" disclose certain information in either its annual or quarterly report required to be filed with the Securities and Exchange Commission (SEC) if the issuer or any "affiliate" of the issuer (“affiliate” as defined for purposes of the Securities Exchange Act of 1934 and Exchange Act Rule 12b-2) has knowingly conducted or engaged in certain Iran-related activity • In guidance posted Dec. 4, 2012, the SEC issued guidance on reporting under Sec. 219

© Morgan, Lewis & Bockius LLP

24

Securities Exchange Commission Mandatory Disclosure For Certain Iran Violations • “Reports required to be filed“ mean any periodic report with a due date to SEC after February 6, 2013 • An issuer is required to disclose activities that occurred during the period covered by the report, which, for a Form 10-K, is the entire fiscal year. An issuer that files an annual report for the fiscal year ending December 31, 2012 is required to disclose any Iran-related activities that took place between January 1, 2012 and December 31, 2012 – even though the ITRA containing Sections 218 and 219 was enacted Aug. 10, 2012.

© Morgan, Lewis & Bockius LLP

25

Securities Exchange Commission Mandatory Disclosure For Certain Iran Violations • Disclosure is required only if the issuer or any of its affiliates engaged in any of the particular Iran-related activities specified in Section 219 during the period covered by the report. •

All periodic reports filed with the Commission under Section 219 will be made public and will be referred for investigation

© Morgan, Lewis & Bockius LLP

26

Iran: General prohibition on all transactions  Prohibit all financial transactions and all financial dealings with Iran or with a Iranian national without an OFAC license  Prohibit US Persons from approving, guaranteeing and / or brokering any transaction involving Iran or an Iranian national without an OFAC license.

© Morgan, Lewis & Bockius LLP

27

Prohibitions re: SDNS US Persons prohibited from transferring, paying, exporting, withdrawing or otherwise dealing in property and interests in property of any person or entity that is blocked. – Certain property of Iran and Iranian nationals are blocked as required by Executive Orders. – Such transactions are declared null and void and have no legal effect in US © Morgan, Lewis & Bockius LLP

28

No Facilitation No US Person may facilitate any transaction by a foreign person that a “US person” is prohibited from doing.

© Morgan, Lewis & Bockius LLP

29

No Imports From Iran No goods or services of Iranian origin may be imported into US either directly or through third country • Import of foodstuffs and carpets of Iranian origin was revoked pursuant to section 103 of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010. • Exception for information or informational materials or certain artwork

© Morgan, Lewis & Bockius LLP

30

No Exports To Iran GENERAL PROHIBITION ON EXPORTS No products, technology or services may be exported to Iran from the US or from third countries by “US person” without an OFAC license

© Morgan, Lewis & Bockius LLP

31

Transfers To Iran From Outside Of US: Who? All transfers outside US prohibited when a US Person is involved (unless licensed) 1. US citizens and permanent resident aliens [US Green Card holders], wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches & subsidiaries 4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

32

Transfers To Iran From Outside US: What? All transfers outside US are prohibited when goods involved are subject to US jurisdiction (unless licensed) 

Goods exported from US or



Re-exports from third countries of goods originally exported from the US

Foreign-made products that contain no US content or exclusively EAR99 content are not subject to US jurisdiction unless a US Person is involved or unless the foreign-made products are intended for Petroleum, Gas or Petrochemical Sectors in Iran and trigger certain $ threshold. © Morgan, Lewis & Bockius LLP

33

TRANSFERS OUTSIDE US TO IRAN’S PETROLEUM OR PETROCHEMICAL SECTORS CISADA and E.O. 13590 prohibit transfers outside US to Iran’s petroleum, gas or petrochemical sectors. Applicable to: – Persons not otherwise subject to US Jurisdiction • Foreign companies with no US parent or US nexus

– Goods not otherwise subject to US Jurisdiction Foreign-made products, technology, services that contain no US content (or < 10% US origin content) when >$1,000,000 /

$250,000 per transaction or > $5,000,000 / $1,000,000 p.a.

© Morgan, Lewis & Bockius LLP

34

Sudan: Who? What?

© Morgan, Lewis & Bockius LLP

35

Republic Of South Sudan • New Republic of South Sudan is NOT subject to OFAC Sudan sanction Regulations because it is now a separate country. • Regulations apply to remainder of “old” Sudan

© Morgan, Lewis & Bockius LLP

36

Sudan: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches

4. US-based Branches & subsidiaries of foreign companies

Does not include foreign subsidiaries of US Corporations © Morgan, Lewis & Bockius LLP

37

Sudan: General Prohibition On All Transactions  Prohibit all financial transactions and all financial dealings with Sudan or with a Sudanese national without an OFAC license  Prohibit US Persons from approving, guaranteeing and / or brokering any transaction involving Sudan or a Sudanese national without an OFAC license.

© Morgan, Lewis & Bockius LLP

38

Prohibitions re: SDNS US Persons prohibited from transferring, paying, exporting, withdrawing or otherwise dealing in property and interests in property of any person or entity that is blocked. – Certain property of Sudan and Sudanese nationals are blocked as required by Executive Orders. – Such transactions are declared null and void and have no legal effect in US © Morgan, Lewis & Bockius LLP

39

No Facilitation No US Person may facilitate any transaction by a foreign person that a “US person” is prohibited from doing.

© Morgan, Lewis & Bockius LLP

40

No Imports From Sudan No goods or services of Sudanese origin may be imported into US either directly or through third country • Exception for information or informational materials or certain artwork

© Morgan, Lewis & Bockius LLP

41

No Exports To Sudan GENERAL PROHIBITION ON EXPORTS No products, technology or services may be exported to Sudan from the US or from third countries by “US person” without an OFAC license

© Morgan, Lewis & Bockius LLP

42

Transfers To Sudan From Outside US: Who? All transfers outside US prohibited when a US Person is involved (unless licensed) 1. US citizens and permanent resident aliens [US Green Card holders], wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches [IEEPA based] 4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

43

Transfers To Sudan From Outside US: What? All transfers outside US are prohibited when goods involved are subject to US jurisdiction (unless licensed) 

Goods exported from US or



Re-exports from third countries of goods originally exported from the US

Foreign-made products that contain no US content or exclusively EAR99 content are not subject to US jurisdiction unless a US Person is involved.

© Morgan, Lewis & Bockius LLP

44

General License Relating To Republic of South Sudan

Transit or transshipment of goods, technology & services thru Sudan, to or from Republic of South Sudan are authorized, as well as all related financial transactions ordinarily incident thereto.

© Morgan, Lewis & Bockius LLP

45

Syria: Who? What?

© Morgan, Lewis & Bockius LLP

46

SYRIA: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches

4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

47

Executive Order 13608 of May 1, 2012 • Authorizes imposition of sanctions on a foreign person • upon determining that the foreign person: • has violated, attempted to violate, conspired to violate, or caused a violation of any OFAC license, order, regulation, or prohibition contained in or issued pursuant to certain Executive Orders or has facilitated deceptive transactions for or on behalf of any person subject to US sanctions concerning Iran or Syria

© Morgan, Lewis & Bockius LLP

48

Syria : Prohibitions re: SDNS US Persons prohibited from transferring, paying, exporting, withdrawing or otherwise dealing in property and interests in property of any person or entity that is blocked. – Certain property of Syrian nationals are blocked by Executive Order for human rights abuses. – US persons cannot contribute or provide funds, goods, or services to, or for the benefit of, any person whose property is blocked. – US person cannot receive any contribution or provision of funds, goods or services from a person who is blocked © Morgan, Lewis & Bockius LLP

49

Syria: Prohibition re: Imports US persons prohibited under Executive Order 13582 [effective 8/18/11] from importing into the United States petroleum or petroleum products of Syrian origin

© Morgan, Lewis & Bockius LLP

50

Syria: Prohibition re: Services Executive Order 13582 effective 8/18/11 prohibits the exportation, sale or supply from the United States, or by a United States person, of any services to Syria.

© Morgan, Lewis & Bockius LLP

51

No Exports To Syria GENERAL PROHIBITION ON EXPORTS No products, technology or services may be exported to Syria from the US without an Export license

© Morgan, Lewis & Bockius LLP

52

Transfers To Syria From Outside US: Who? All transfers outside US prohibited when a US Person is involved (unless licensed) 1. US citizens and permanent resident aliens [US Green Card holders], wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches [IEEPA based] 4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

53

TRANSFERS TO SYRIA FROM OUTSIDE US: What? All transfers outside US are prohibited when goods involved are subject to US jurisdiction (unless licensed) 

Goods exported from US or



Re-exports from third countries of goods originally exported from the US Foreign-made products that contain no US content or exclusively EAR99 content are not subject to US jurisdiction unless a US Person is involved.

© Morgan, Lewis & Bockius LLP

54

Syria: General Licenses • OFAC has issued 16 Syria General Licenses to implement Syria sanctions, available on OFAC website • General Licenses must be carefully reviewed to see if all the facts of a particular situation would allow the export, reexport or provision of goods or services to Syria.

© Morgan, Lewis & Bockius LLP

55

North Korea: Who? What?

© Morgan, Lewis & Bockius LLP

56

North Korea: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches

4. US-based Branches & subsidiaries of foreign companies

© Morgan, Lewis & Bockius LLP

57

North Korea: Prohibitions re: SDNS US Persons prohibited from transferring, paying, exporting, withdrawing or otherwise dealing in property and interests in property of any person or entity that is blocked. – Certain property of North Korea and North Korean nationals are blocked as required by Executive Orders. – Such transactions are declared null and void and have no legal effect in US

© Morgan, Lewis & Bockius LLP

58

North Korea: Prohibitions On Imports US Persons prohibited from: • directly or indirectly importing goods, services or technology of North Korean Origin into US without OFAC license; and • registering, using or leasing North Korea flagged vessel

© Morgan, Lewis & Bockius LLP

59

North Korea: Restrictions On Exports & Re-Exports – What? License is required to export or reexport any items subject to the EAR, including EAR99 goods  Except food or medicine classified EAR 99 Items requiring BIS license subject to case-by-case Review  Luxury goods = general policy of denial  UN designated items = general policy of denial

© Morgan, Lewis & Bockius LLP

60

Burma [Myanmar]: Who?

© Morgan, Lewis & Bockius LLP

61

Burma / Myanmar: “Who” 1. US citizens and permanent resident aliens, wherever located 2. Foreign nationals present in US 3. Corporations/entities organized under any US laws including their foreign branches

4. US-based Branches & subsidiaries of foreign companies

Does not include foreign subsidiaries of US Corporations © Morgan, Lewis & Bockius LLP

62

Burma [Myanmar]: Prohibitions Eased •

OFAC General License # 16 for Burma/Myanmar authorizes the exportation or reexportation of financial services effective July 11, 2012, effectively revoking the prior ban on financial services. No SDN involvement • GL # 16 authorizes exportation or reexportation of financial services to Burma, directly or indirectly, from the US or by a US person wherever located for any purpose, with only a few restrictions – involving Burmese Ministry of Defense, its procurement office, or of any state/non-state armed group or any entity in which any of the foregoing own a 50% or greater interest. • © Morgan, Lewis & Bockius LLP

63

Burma [Myanmar]: Prohibitions Eased • OFAC General License # 17 for Burma/Myanmar authorizes new investment effective July 11, 2012, effectively revoking the prior ban on new investment in Burma. No SDN involvement • Restrictions involving Burmese Ministry of Defense, including the Office of Procurement, or any state or nonstate armed group, or any entity in which any of the foregoing own a 50% or greater interest • New Investment shall be reported to Department of State as set forth in GL # 17.

© Morgan, Lewis & Bockius LLP

64

Exports To Burma [Myanmar] Are NOT Prohibited • No general prohibition on exports or re-exports of goods – Standard export license analysis • Burma is in EAR Country Group D:1 • EAR imposes license requirements for exports and reexports for items subject to EAR

© Morgan, Lewis & Bockius LLP

65

Imports From Burma • Imports from Burma were authorized under OFAC General License # 18, effective Nov. 16, 2012. No SDN involvement • Exception in GL 18 does not allow import of jadeite or rubies mined or extracted in Burma, or items containing jadeite or rubies, mined or extracted in Burma or imports from SDN.

© Morgan, Lewis & Bockius LLP

66

RUSSIA/UKRAINE • March 6, 2014 Executive Order – sanctions persons and entities that have undermined peace and sovreignty of Ukraine • SDNs may be in Russia or Ukraine

© Morgan, Lewis & Bockius LLP

67

SDN List Based Sanction Regimes • There are no general prohibitions on imports of goods or services. • There is no general prohibitions on exports of goods or services. – Standard export license analysis

• US Persons are prohibited from engaging in any transaction with certain designated persons / entities who are owned by, controlled by or acting on behalf of governments or groups whose interests are adverse to the list-based sanctioned countries or to the interests of democracy in the list-based sanctioned countries . These persons / entities: – May be subject to asset freezes or asset blocks by USG; – May or may not be domiciled in list-based sanctioned country; – Are listed by USG on the SDN List; – Constitute “prohibited parties” with whom US Persons may not have any dealings. © Morgan, Lewis & Bockius LLP

68

Summary Sanction Regimes

US Person Imports Prohibited • 5 countries: Cuba: Yes

Syria: Yes

Iraq: No

Libya: No

Iran: Yes

Burma: No [minor exceptions]

Ivory Coast: No

Somalia: No

Lebanon: No

Western Balkans: No

North Korea: Yes Belarus: No Sudan: Yes

D.R. Congo: No Liberia: No

Yemen: NO

Russia: No

© Morgan, Lewis & Bockius LLP

Ukraine: No

69

Zimbabwe: No

Summary Sanction Regimes

US Person EAR Exports Prohibited • 5 countries: Cuba: Yes

Syria: Yes

Iraq: No

Libya: No

Iran: Yes

Burma: No

Ivory Coast: No

Somalia: No

Lebanon: No

Western Balkans: No

North Korea: Yes Belarus: No Sudan: Yes

D.R. Congo: No Liberia: No

Yemen: No

Russia: No

Zimbabwe: No

Ukraine: No

Where “No”, apply standard export license analysis.

© Morgan, Lewis & Bockius LLP

70

Summary Sanction Regimes Foreign Subsidiary Exports Prohibited Cuba: Yes

Syria: No unless subject to EAR

Iraq: No

Libya: No

Iran: Yes

Burma: No

Ivory Coast: No

Somalia: No

North Korea: No unless subject to EAR

Belarus: No

Lebanon: No

Western Balkans: No

Sudan: No unless subject to EAR

D.R. Congo: No Liberia: No

Yemen: No

Russia: No 71

© Morgan, Lewis & Bockius LLP

Ukraine: No

Zimbabwe: No

Penalties • Civil monetary fines - up to the greater of $250,000, or twice the dollar value amount of the transaction at issue, per violation [strict liability] and/or – Statute of Limitations is 5 years from date of violation; • Denial of Export Privileges [Denial Order] • For willful or knowing violations - criminal prosecution • Criminal monetary penalties -up to $1,000,000 per violation, • Imprisonment - up to 20 years in Federal prison, per violation © Morgan, Lewis & Bockius LLP

72

Recent Cases Expansion Of Jurisdiction • OFAC has expanded assertion of extraterritorial jurisdiction against foreign persons apparently via International Emergency Economic Powers Act • IEEPA language penalizes any person that violates, attempts to violate or causes a violation of U.S. export control or OFAC based regulations that rely on IEEPA • OFAC appears no longer limited to U.S. persons only • OFAC will enforce extraterritorially for conduct occurring outside the U.S., if such activity causes others to violate OFAC regulations in the US. See 50 USC §1705 • © Morgan, Lewis & Bockius LLP

73

COUNTRY SANCTIONS

QUESTIONS?

COMMENTS?

74 © Morgan, Lewis & Bockius LLP 74

CONTACT INFO

• Margaret Gatti 202-739-5409 or 215-963-5569 [email protected] • Louis Rothberg 202-739-5281 [email protected]

75 © Morgan, Lewis & Bockius LLP 75