AND DESIST
ORDER WITH RESPECT TO SUCH ACTION (REGARDLESS OF WHETHER OR NOT YOU ADMIT OR
DENY LIABILITY);
(VI)
YOU (A) OBSTRUCTING OR IMPEDING; (B) ENDEAVORING TO INFLUENCE,
OBSTRUCT OR IMPEDE, OR (C) FAILING TO MATERIALLY COOPERATE WITH, ANY
INVESTIGATION AUTHORIZED BY THE BOARD OR ANY GOVERNMENTAL OR SELF-REGULATORY
ENTITY (AN "INVESTIGATION").
HOWEVER, YOUR FAILURE TO WAIVE ATTORNEY-CLIENT
PRIVILEGE RELATING TO COMMUNICATIONS WITH YOUR OWN ATTORNEY IN CONNECTION WITH
AN INVESTIGATION WILL NOT CONSTITUTE "CAUSE"; OR
(VII)
YOUR DISQUALIFICATION OR BAR BY ANY GOVERNMENTAL OR SELF-REGULATORY
AUTHORITY FROM SERVING IN THE CAPACITY CONTEMPLATED BY THIS LETTER OR YOUR LOSS
OF ANY GOVERNMENTAL OR SELF-REGULATORY LICENSE THAT IS REASONABLY NECESSARY FOR
YOU TO PERFORM YOUR RESPONSIBILITIES TO THE COMPANY UNDER THIS LETTER, IF
(A) THE DISQUALIFICATION, BAR OR LOSS CONTINUES FOR MORE THAN THIRTY (30) DAYS,
AND (B) DURING THAT PERIOD THE COMPANY USES ITS GOOD FAITH EFFORTS TO CAUSE THE
DISQUALIFICATION OR BAR TO BE LIFTED OR THE LICENSE REPLACED.
Attachment B
Form of Indemnification Agreement