OF THIS AGREEMENT ARE SUBJECT TO THE LIMITATIONS AND PROHIBITIONS
IMPOSED BY APPLICABLE FEDERAL LAW, INCLUDING THE SECURITIES ACT OF 1933 AND THE
FEDERAL DEPOSIT INSURANCE ACT, AND ANY REGULATIONS PROMULGATED THEREUNDER.
24.
ENFORCEMENT.
THE BANK EXPRESSLY CONFIRMS
AND AGREES THAT IT HAS ENTERED INTO THIS AGREEMENT IN ORDER TO INDUCE INDEMNITEE
TO SERVE OR TO CONTINUE TO SERVE AS A DIRECTOR AND/OR OFFICER OF THE BANK, AND
ACKNOWLEDGES THAT INDEMNITEE IS RELYING UPON THIS AGREEMENT IN CONTINUING IN
SUCH CAPACITY.
25.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN,
BY ANY EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN; AND ANY PRIOR AGREEMENT OF THE PARTIES HERETO IN
RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND
CANCELLED.
FOR AVOIDANCE OF DOUBT, THE PARTIES CONFIRM THAT THE FOREGOING DOES
NOT APPLY TO OR LIMIT IN ANY WAY INDEMNITEE'S RIGHTS UNDER MASSACHUSETTS LAW OR
THE BANK'S ARTICLES OF ORGANIZATION OR BYLAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
Name:
Title:
INDEMNITEE:
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