THE ADVANCEMENT OF EXPENSES WITH RESPECT TO
SUCH ACTION, UNLESS AS A PART OF SUCH ACTION THE COURT OF COMPETENT JURISDICTION
OVER SUCH ACTION DETERMINES THAT EACH OF THE MATERIAL ASSERTIONS MADE BY
INDEMNITEE AS A BASIS FOR SUCH ACTION WERE NOT MADE IN GOOD FAITH OR WERE
FRIVOLOUS. IN THE EVENT OF AN ACTION INSTITUTED BY OR IN THE NAME OF THE COMPANY
OR THE BANK UNDER THIS AGREEMENT TO ENFORCE OR INTERPRET ANY OF THE TERMS OF
THIS AGREEMENT, INDEMNITEE SHALL BE ENTITLED TO BE PAID ALL EXPENSES INCURRED BY
INDEMNITEE IN DEFENSE OF SUCH ACTION (INCLUDING COSTS AND EXPENSES INCURRED WITH
RESPECT TO INDEMNITEE'S COUNTERCLAIMS AND CROSS-CLAIMS MADE IN SUCH ACTION), AND
SHALL BE ENTITLED TO THE ADVANCEMENT OF EXPENSES WITH RESPECT TO SUCH ACTION,
UNLESS AS A PART OF SUCH ACTION THE COURT HAVING JURISDICTION OVER SUCH ACTION
DETERMINES THAT EACH OF INDEMNITEE'S MATERIAL DEFENSES TO SUCH ACTION WERE MADE
IN BAD FAITH OR WERE FRIVOLOUS.
NOTICE. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS UNDER THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED DULY GIVEN (I) IF DELIVERED BY
HAND AND RECEIPTED FOR BY THE PARTY ADDRESSEE, ON THE DATE OF SUCH RECEIPT, OR
(II) IF MAILED BY DOMESTIC CERTIFIED OR REGISTERED MAIL WITH POSTAGE PREPAID, ON
THE THIRD BUSINESS DAY AFTER THE DATE POSTMARKED. ADDRESSES FOR NOTICE TO EITHER
PARTY ARE AS FIRST HEREINABOVE SET FORTH IN THIS AGREEMENT, OR AS SUBSEQUENTLY
MODIFIED BY WRITTEN NOTICE.
CONSENT TO JURISDICTION. EACH OF THE COMPANY, THE BANK AND INDEMNITEE HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY
FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH ARISES OUT OF
OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED UNDER THIS
AGREEMENT SHALL BE COMMENCED, PROSECUTED AND CONTINUED ONLY IN THE SUPERIOR
COURT OF THE STATE OF NEW JERSEY IN AND FOR HUNTERDON COUNTY, WHICH SHALL BE THE
EXCLUSIVE AND ONLY PROPER FORUM FOR ADJUDICATING SUCH A CLAIM.
SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT SHALL BE SEVERABLE IN THE EVENT
THAT ANY OF THE PROVISIONS HEREOF (INCLUDING ANY PROVISION WITHIN A SINGLE
SECTION, PARAGRAPH OR SENTENCE) ARE HELD BY A COURT OF COMPETENT JURISDICTION TO
BE INVALID, VOID OR OTHERWISE UNENFORCEABLE, AND THE REMAINING PROVISIONS SHALL
6
REMAIN ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, TO THE
FULLEST EXTENT POSSIBLE, THE PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATIONS, EACH PORTION OF THIS AGREEMENT CONTAINING ANY PROVISION HELD TO BE
INVALID, VOID OR OTHERWISE UNENFORCEABLE, THAT IS NOT ITSELF INVALID, VOID OR
UNENFORCEABLE) SHALL BE CONSTRUED SO AS TO GIVE EFFECT TO THE INTENT MANIFESTED
BY THE PROVISION HELD INVALID, ILLEGAL OR UNENFORCEABLE.
CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND ITS PROVISIONS CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, AS APPLIED
TO CONTRACTS BETWEEN NEW JERSEY RESIDENTS, ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN THE STATE OF NEW JERSEY, WITHOUT REGARD TO