The third-party claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or

the commission by the Executive or indictment for a crime of moral turpitude or a felony involving fraud, breach of trust, or misappropriation;

Indictment - Any felony criminal proceeding or any regulatory proceeding regarding financial condition or financial reporting is brought against the Borrower and/or the Bank.

Commission by the Participant, or a formal charge or indictment alleging commission by the Participant, of a felony or a crime involving dishonesty, fraud, or moral turpitude; or

Notice to Company. Indemnitee agrees to promptly notify Company in writing upon being served with any citation, complaint, indictment or other document covered hereunder, either civil or criminal.

conviction of, indictment for or plea of nolo contendere to a felony or a crime involving moral turpitude; or (vii) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation.

your indictment, arraignment or conviction of any felony or of any other crime involving moral turpitude, fraud, dishonesty or theft, or engaging in any act or omission which is a violation of any law or regulations protecting the rights of employees, whether or not relating to your employment;

an indictment of the Executive for the commission of any felony or a misdemeanor involving deceit, material dishonesty or fraud, or any willful conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company if he were retained in his position; or

the indictment by any Governmental Authority, of any Borrower or Obligor of which any Borrower, Obligor or Administrative Agent receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of Administrative Agent, under any criminal statute, or commencement of criminal or civil proceedings against such Borrower or Obligor, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of # any of the Collateral having a value in excess of $30,000,000 or # any other property of any Borrower or Guarantor (other than any Borrower or Guarantor which owns assets with a book value of less than $10,000,000 and which does not conduct material and profitable sales activities) which is necessary or material to the conduct of its business;

Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.