**Exhibit 10.16**

INDEMNITY AGREEMENT

This Indemnity Agreement(“Agreement”) is made as of September 28, 2006 by and between Interpool, Inc., aDelaware corporation (the “Company”), and Clifton H. W. Maloney(“Indemnitee”). 

RECITALS 

          WHEREAS, highly competent persons have become more reluctant to serve asdirectors or in other capacities unless they are provided with adequateprotection through insurance and adequate indemnification against inordinaterisks of claims and actions against them arising out of their service to andactivities on behalf of the corporation. 

          WHEREAS, Article VI of the Amended and Restated By-laws of the Company andArticle XII of the Amended and Restated Certificate of Incorporation of theCompany provide for indemnification of the officers and directors of theCompany. Officers and directors may also be entitled to indemnification pursuantto applicable provisions of the Delaware General Corporation Law(“DGCL”). The indemnification provisions set forth therein are notexclusive, and contracts may be entered into between the Company and members ofthe board of directors, officers and other persons with respect toindemnification. 

          WHEREAS, pursuant to resolutions of the Company’s Board of Directorsadopted on August 31, 2006 Indemnitee was appointed as a member of a SpecialCommittee of the Board of Directors of the Company (the “SpecialCommittee”) for the purpose of considering, negotiating the terms of andmaking recommendations to the Company’s Board of Directors with respect topotential proposals to be made to acquire the Company (the“Transaction”); 

          WHEREAS, it is reasonable, prudent and necessary for the Company contractuallyto obligate itself to indemnify, and to advance expenses on behalf of,Indemnitee to the fullest extent permitted by applicable law, as a supplement toand in furtherance of Article VI of the Amended and Restated By-laws of theCompany and the Amended and Restated Certificate of Incorporation of theCompany, so that Indemnitee will serve or continue to serve as a member of theSpecial Committee free from undue concern that Indemnitee will not be soindemnified. 

          WHEREAS, in order to induce Indemnitee to serve as a member of the SpecialCommittee and to accept the additional duties, responsibilities and burdens ofsuch service, the Company wishes to provide Indemnitee with the compensation andindemnification arrangements set forth herein; and 

          WHEREAS, Indemnitee is willing to serve, continue to serve and to take onadditional service for or on behalf of the Company on the condition thatIndemnitee be so indemnified hereunder. 

          NOW, THEREFORE, in consideration of the premises and the covenants containedherein, the Company and Indemnitee do hereby covenant and agree as follows:

          1.        **Service on the SpecialCommittee.**  Indemnitee hereby agrees to serve as a member of theSpecial Committee so long as such appointment by the Board shall remain ineffect. Indemnitee may, however, resign from such position at any time and forany reason or for no reason. The Company’s obligation to indemnifyIndemnitee as set forth in this Agreement shall continue in full force andeffect notwithstanding any such termination of appointment or resignation.

          2.        **Definitions.**  Asused in this Agreement: 

                    (a)        With the exception of Section 21of this Agreement, references to “agent” shall mean any person who isor was a director, officer, or employee of the Company or a Subsidiary of theCompany or other person authorized by the Company to act for the Company, toinclude such person serving in such capacity as a director, officer, employee,fiduciary or other official of another corporation, partnership, limitedliability company, joint venture, trust or other business operation at therequest of, for the convenience of, or to represent the interests of the Companyor a Subsidiary of the Company. 

                    (b)        “Delaware Court” shallmean the Court of Chancery of the State of Delaware. 

                    (c)        “Disinterested Director”shall mean a director of the Company who is not and was not a party to theProceeding (as defined below) in respect of which indemnification is sought byIndemnitee. 

                    (d)        “Expenses” shall includeattorneys’ fees and costs, retainers, court costs, transcript costs, feesof experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all otherreasonable disbursements or expenses in connection with prosecuting, defending,preparing to prosecute or defend, investigating, being or preparing to be awitness in, or otherwise participating in, a Proceeding. Expenses also shallinclude Expenses incurred in connection with any appeal resulting from anyProceeding, including without limitation the premium, security for, and othercosts relating to any cost bond, supersedeas bond, or other appeal bond or itsequivalent. Expenses, however, shall not include amounts paid in settlement byIndemnitee or the amount of judgments or fines against Indemnitee. 

                    (e)        “Independent Counsel”shall mean a law firm or a member of a law firm that is experienced in mattersof corporation law and neither presently is, nor in the past five years hasbeen, retained to represent: (i) the Company or Indemnitee in any mattermaterial to either such party (other than with respect to matters concerning theIndemnitee under this Agreement, or of other indemnitees under similarindemnification agreements); or (ii) any other party to the Proceeding givingrise to a claim for indemnification hereunder. Notwithstanding the foregoing,the term “Independent Counsel” shall not include any person who, underthe applicable standards of professional conduct then prevailing, would have aconflict of interest in representing either the Company or Indemnitee in anaction to determine Indemnitee’s rights under this Agreement. 

                    (f)        The term “Proceeding”shall include any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, inquiry, administrativehearing or any other actual, threatened or completed proceeding, whether broughtin the right of the Company or otherwise and whether of a civil (includingintentional or unintentional tort claims), criminal, administrative orinvestigative nature, in which Indemnitee was, is or will be involved as a partyor otherwise by reason of the fact that Indemnitee is or was a member of theSpecial Committee or is or was a director or agent of the Company or by reasonof any action (or failure to act) taken by Indemnitee or of any action (orfailure to act) on Indemnitee’s part while acting as a member of theSpecial Committee or as a director or agent of the Company, in each case whetheror not serving in such capacity at the time any liability or Expense is incurredfor which indemnification, reimbursement, or advancement of Expenses can beprovided under this Agreement. 

                    (g)        The term “Subsidiary,”with respect to any person, shall mean any corporation or other entity of whicha majority of the voting power or the voting equity securities or equityinterest is owned, directly or indirectly, by that person. 

          3.        **Indemnity in Third-PartyProceedings.**  The Company shall indemnify and hold harmlessIndemnitee in accordance with the provisions of this Section 3 if Indemniteewas, is, or is threatened to be made, a party to or a participant (as a witnessor otherwise) in any Proceeding, other than a Proceeding by or in the right ofthe Company to procure a judgment in its favor. Pursuant to this Section 3,Indemnitee shall be indemnified against all Expenses, judgments, liabilities,fines, penalties and amounts paid in settlement (including all interest,assessments and other charges paid or payable in connection with or in respectof such Expenses, judgments, fines, penalties and amounts paid in settlement)actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection with such Proceeding or any claim, issue or matter therein, ifIndemnitee acted in good faith and in a manner Indemnitee reasonably believed tobe in or not opposed to the best interests of the Company and, in the case of acriminal Proceeding, had no reasonable cause to believe that Indemnitee’sconduct was unlawful. 

          4.        **Indemnity in Proceedings by orin the Right of the Company.**  The Company shall indemnify and holdharmless Indemnitee in accordance with the provisions of this Section 4 ifIndemnitee was, is, or is threatened to be made, a party to or a participant (asa witness or otherwise) in any Proceeding by or in the right of the Company toprocure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall beindemnified against all Expenses actually and reasonably incurred by Indemniteeor on Indemnitee’s behalf in connection with such Proceeding or any claim,issue or matter therein, if Indemnitee acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests ofthe Company. No indemnification for Expenses shall be made under this Section 4in respect of any claim, issue or matter as to which Indemnitee shall have beenfinally adjudged by a court to be liable to the Company, unless and only to theextent that any court in which the Proceeding was brought or the Delaware Courtshall determine upon application that, despite the adjudication of liability butin view of all the circumstances of the case, Indemnitee is fairly andreasonably entitled to indemnification. 

          5.        **Indemnification for Expenses ofa Party Who is Wholly or Partly Successful.**  Notwithstanding anyother provisions of this Agreement, to the extent that Indemnitee is a party to(or a participant in) and is successful, on the merits or otherwise, in anyProceeding or in defense of any claim, issue or matter therein, in whole or inpart, the Company shall indemnify and hold harmless Indemnitee against allExpenses actually and reasonably incurred by Indemnitee in connection therewith.If Indemnitee is not wholly successful in such Proceeding but is successful, onthe merits or otherwise, as to one or more but less than all claims, issues ormatters in such Proceeding, the Company shall indemnify and hold harmlessIndemnitee against all Expenses actually and reasonably incurred by Indemniteeor on Indemnitee’s behalf in connection with each successfully resolvedclaim, issue or matter. If the Indemnitee is not wholly successful in suchProceeding, the Company also shall indemnify and hold harmless Indemniteeagainst all Expenses reasonably incurred in connection with a claim, issue ormatter related to any claim, issue, or matter on which the Indemnitee wassuccessful. For purposes of this Section and without limitation, the terminationof any claim, issue or matter in such a Proceeding by dismissal, with or withoutprejudice, shall be deemed to be a successful result as to such claim, issue ormatter. 

          6.        **Indemnification For Expenses ofa Witness.**  Notwithstanding any other provision of this Agreement,to the extent that Indemnitee is, by reason of the fact that Indemnitee is orwas a member of the Special Committee, a witness in any Proceeding to whichIndemnitee is not a party, Indemnitee shall be indemnified and held harmlessagainst all Expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection therewith. 

          7.        **Additional Indemnification.**

                    (a)        Notwithstanding any limitation inSections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullestextent permitted by applicable law if Indemnitee is a party to or threatened tobe made a party to any Proceeding (including a Proceeding by or in the right ofthe Company to procure a judgment in its favor) against all Expenses, judgments,fines and amounts paid in settlement actually and reasonably incurred byIndemnitee in connection with the Proceeding. 

                    (b)        For purposes of Section 7(a), themeaning of the phrase “to the fullest extent permitted by applicablelaw” shall include, but not be limited to: 

                                  i.        to the fullest extent permitted bythe provision of the DGCL that authorizes or contemplates additionalindemnification by agreement, or the corresponding provision of any amendment toor replacement of the DGCL, and 

                                  ii.        to the fullest extent authorizedor permitted by any amendments to or replacements of the DGCL adopted after thedate of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors. 

          8.        **Contribution in the Event ofJoint Liability.**

                    (a)        To the fullest extent permissibleunder applicable law, if the indemnification and hold harmless rights providedfor in this Agreement are unavailable to Indemnitee in whole or in part for anyreason whatsoever, the Company, in lieu of indemnifying and holding harmlessIndemnitee, shall pay, in the first instance, the entire amount incurred byIndemnitee, whether for judgments, liabilities, fines, penalties, amounts paidor to be paid in settlement or for Expenses, in connection with any Proceedingwithout requiring Indemnitee to contribute to such payment, and the Companyhereby waives and relinquishes any right of contribution it may have at any timeagainst Indemnitee. 

                    (b)        The Company shall not enter intoany settlement of any Proceeding in which the Company is jointly liable withIndemnitee (or would be if joined in such Proceeding) unless such settlementprovides for a full and final release of all claims asserted against Indemnitee.

                    (c)        The Company hereby agrees to fullyindemnify and hold harmless Indemnitee from any claims for contribution whichmay be brought by officers, directors or employees of the Company who may bejointly liable with Indemnitee. 

          9.       **Exclusions.**  Notwithstandingany provision in this Agreement, the Company shall not be obligated under thisAgreement to make any indemnity in connection with any claim made againstIndemnitee: 

                    (a)        for which payment has actuallybeen received by or on behalf of Indemnitee under any insurance policy or otherindemnity provision, except with respect to any excess beyond the amountactually received under any insurance policy, contract, agreement, otherindemnity provision or otherwise; 

                    (b)        except as otherwise provided inSection 14(e) hereof, in connection with any Proceeding (or any part of anyProceeding) initiated by Indemnitee, including any Proceeding (or any part ofany Proceeding) initiated by Indemnitee against the Company or its directors,officers, employees or other indemnitees, unless the Board authorized theProceeding (or any part of any Proceeding) prior to its initiation; 

                    (c)        if such indemnification is notlawful; 

                    (d)        if Indemnitee’s conductgiving rise to the claim with respect to which indemnification is requested wasknowingly fraudulent, a knowing violation of law, deliberately dishonest or inbad faith or constituted willful misconduct; 

                    (e)        in respect of any claim based uponor attributable to Indemnitee gaining in fact any personal profit or advantageto which Indemnitee was not legally entitled. 

          10.      **Advances of Expenses; Defenseof Claim.**

                    (a)        Notwithstanding any provision ofthis Agreement to the contrary, and to the fullest extent not prohibited byapplicable law, the Company shall advance the Expenses reasonably incurred byIndemnitee (or reasonably expected by Indemnitee to be incurred by Indemniteewithin three months) in connection with any Proceeding within ten (10) daysafter the receipt by the Company of a statement or statements requesting suchadvances from time to time, whether prior to or after final disposition of anyProceeding. Advances shall be unsecured and interest free. Advances shall bemade without regard to Indemnitee’s ability to repay the Expenses andwithout regard to Indemnitee’s ultimate entitlement to indemnificationunder the other provisions of this Agreement. Advances shall include any and allreasonable Expenses incurred pursuing a Proceeding to enforce this right ofadvancement, including Expenses incurred preparing and forwarding statements tothe Company to support the advances claimed. The Indemnitee shall qualify foradvances, to the fullest extent permitted by applicable law, solely upon theexecution and delivery to the Company of an undertaking providing that theIndemnitee undertakes to repay the advance to the extent that it is ultimatelydetermined that Indemnitee is not entitled to be indemnified by the Companyunder the provisions of this Agreement, the Amended and Restated Certificate ofIncorporation of the Company, the Amended and Restated By-laws of the Company,applicable law or otherwise. This Section 10(a) shall not apply to any claimmade by Indemnitee for which indemnity is excluded pursuant to Section 9.

                    (b)        The Company will be entitled toparticipate in the Proceeding at its own expense. 

                    (c)        The Company shall not settle anyaction, claim or Proceeding (in whole or in part) that would impose any Expense,judgment, fine, penalty or limitation on the Indemnitee without theIndemnitee’s prior written consent. 

          11.      **Procedure for Notification andApplication for Indemnification.**

                    (a)        Indemnitee shall notify theCompany in writing promptly upon being served with any summons, citation,subpoena, complaint, indictment, information or other document relating to anyProceeding or matter that may be subject to indemnification or advancement ofExpenses covered hereunder. The failure of Indemnitee to so notify the Companyshall not relieve the Company of any obligation that it may have to theIndemnitee under this Agreement, or otherwise. 

                    (b)        Indemnitee may deliver to theCompany a written application to indemnify and hold harmless Indemnitee inaccordance with this Agreement. Such application(s) may be delivered from timeto time and at such time(s) as Indemnitee deems appropriate in Indemnitee’ssole discretion. Following such a written application for indemnification byIndemnitee, the Indemnitee’s entitlement to indemnification shall bedetermined according to Section 12(a) of this Agreement. 

          12.      **Procedure Upon Application forIndemnification.**

                    (a)        A determination, if required byapplicable law, with respect to Indemnitee’s entitlement to indemnificationshall be made in the specific case by one of the following methods: (i) by amajority vote of the Disinterested Directors, even though less than a quorum ofthe Board or (ii) by Independent Counsel in a written opinion to the Board, acopy of which shall be delivered to Indemnitee. The Company promptly will adviseIndemnitee in writing with respect to any determination that Indemnitee is or isnot entitled to indemnification, including a description of any reason or basisfor which indemnification has been denied. If it is so determined thatIndemnitee is entitled to indemnification, payment to Indemnitee shall be madewithin ten (10) days after such determination. Indemnitee shall reasonablycooperate with the person, persons or entity making such determination withrespect to Indemnitee’s entitlement to indemnification, including providingto such person, persons or entity upon reasonable advance request anydocumentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Indemnitee and reasonablynecessary to such determination. Any costs or Expenses (includingattorneys’ fees and disbursements) incurred by Indemnitee in so cooperatingwith the person, persons or entity making such determination shall be borne bythe Company (irrespective of the determination as to Indemnitee’sentitlement to indemnification) and the Company hereby indemnifies and agrees tohold Indemnitee harmless therefrom. 

                    (b)        In the event the determination ofentitlement to indemnification is to be made by Independent Counsel pursuant toSection 12(a) hereof, the Independent Counsel shall be selected as provided inthis Section 12(b). The Independent Counsel shall be selected by Indemnitee(unless Indemnitee shall request that such selection be made by the Board), andIndemnitee shall give written notice to the Company advising it of the identityof the Independent Counsel so selected and certifying that the IndependentCounsel so selected meets the requirements of “Independent Counsel” asdefined in Section 2 of this Agreement. If the Independent Counsel is selectedby the Board, the Company shall give written notice to Indemnitee advisingIndemnitee of the identity of the Independent Counsel so selected and certifyingthat the Independent Counsel so selected meets the requirements of“Independent Counsel” as defined in Section 2 of this Agreement. Ineither event, Indemnitee or the Company, as the case may be, may, within ten(10) days after such written notice of selection shall have been received,deliver to the Company or to Indemnitee, as the case may be, a written objectionto such selection; provided, however, that such objection may beasserted only on the ground that the Independent Counsel so selected does notmeet the requirements of “Independent Counsel” as defined in Section 2of this Agreement, and the objection shall set forth with particularity thefactual basis of such assertion. Absent a proper and timely objection, theperson so selected shall act as Independent Counsel. If such written objectionis so made and substantiated, the Independent Counsel so selected may not serveas Independent Counsel unless and until such objection is withdrawn or a courtof competent jurisdiction has determined that such objection is without merit.If, within twenty (20) days after submission by Indemnitee of a written requestfor indemnification pursuant to Section 11(b) hereof, no Independent Counselshall have been selected and not objected to, either the Company or Indemniteemay petition the Delaware Court for resolution of any objection which shall havebeen made by the Company or Indemnitee to the other’s selection ofIndependent Counsel or for the appointment as Independent Counsel of a personselected by the Delaware Court, and the person with respect to whom allobjections are so resolved or the person so appointed shall act as IndependentCounsel under Section 12(a) hereof. Upon the due commencement of any judicialproceeding or arbitration pursuant to Section 14(a) of this Agreement,Independent Counsel shall be discharged and relieved of any furtherresponsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing). 

                    (c)        The Company agrees to pay thereasonable fees and expenses of Independent Counsel and to fully indemnify andhold harmless such Independent Counsel against any and all Expenses, claims,liabilities and damages arising out of or relating to this Agreement or itsengagement pursuant hereto. 

          13.      **Presumptions and Effect ofCertain Proceedings.**

                    (a)        In making a determination withrespect to entitlement to indemnification hereunder, the person, persons orentity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request forindemnification in accordance with Section 11(b) of this Agreement, and theCompany shall have the burden of proof to overcome that presumption inconnection with the making by any person, persons or entity of any determinationcontrary to that presumption. Neither the failure of the Company (including byits directors or Independent Counsel) to have made a determination prior to thecommencement of any action pursuant to this Agreement that indemnification isproper in the circumstances because Indemnitee has met the applicable standardof conduct, nor an actual determination by the Company (including by itsdirectors or Independent Counsel) that Indemnitee has not met such applicablestandard of conduct, shall be a defense to the action or create a presumptionthat Indemnitee has not met the applicable standard of conduct. 

                    (b)        If the person, persons or entityempowered or selected under Section 12 of this Agreement to determine whetherIndemnitee is entitled to indemnification shall not have made a determinationwithin thirty (30) days after receipt by the Company of the request therefor,the requisite determination of entitlement to indemnification shall be deemed tohave been made and Indemnitee shall be entitled to such indemnification, absent(i) a misstatement by Indemnitee of a material fact, or an omission of amaterial fact necessary to make Indemnitee’s statement not materiallymisleading, in connection with the request for indemnification, or (ii) a finaljudicial determination that any or all such indemnification is expresslyprohibited under applicable law; provided, however, that such30-day period may be extended for a reasonable time, not to exceed an additionalfifteen (15) days, if the person, persons or entity making the determinationwith respect to entitlement to indemnification in good faith requires suchadditional time for the obtaining or evaluating of documentation and/orinformation relating thereto. 

                    (c)        The termination of any Proceedingor of any claim, issue or matter therein, by judgment, order, settlement orconviction, or upon a plea of nolocontendere or its equivalent,shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of Indemnitee to indemnification or create apresumption that Indemnitee did not act in good faith and in a manner whichIndemnitee reasonably believed to be in or not opposed to the best interests ofthe Company or, with respect to any criminal Proceeding, that Indemnitee hadreasonable cause to believe that Indemnitee’s conduct was unlawful.

                    (d)        For purposes of any determinationof good faith, Indemnitee shall be deemed to have acted in good faith ifIndemnitee’s action is based on the records or books of account of theCompany, including financial statements, or on information supplied toIndemnitee by the officers of the Company in the course of their duties, or onthe advice of legal counsel for the Company or on information or records givenor reports made to the Company by an independent certified public accountant orby an appraiser or other expert selected by the Company. The provisions of thisSection 13(d) shall not be deemed to be exclusive or to limit in any way theother circumstances in which the Indemnitee may be deemed or found to have metthe applicable standard of conduct set forth in this Agreement. 

                    (e)        The knowledge and/or actions, orfailure to act, of any other director, officer, trustee, partner, managingmember, fiduciary, agent or employee of the Company shall not be imputed toIndemnitee for purposes of determining the right to indemnification under thisAgreement. 

          14.      **Remedies of Indemnitee.**

                    (a)        In the event that (i) adetermination is made pursuant to Section 12 of this Agreement that Indemniteeis not entitled to indemnification under this Agreement, (ii) advancement ofExpenses, to the fullest extent permitted by applicable law, is not timely madepursuant to Section 10 of this Agreement, (iii) no determination of entitlementto indemnification shall have been made pursuant to Section 12(a) of thisAgreement within thirty (30) days after receipt by the Company of the requestfor indemnification, (iv) payment of indemnification is not made pursuant toSection 5, 6, 7 or the last sentence of Section 12(a) of this Agreement withinten (10) days after receipt by the Company of a written request therefor, (v) acontribution payment is not made in a timely manner pursuant to Section 8 ofthis Agreement, or (vi) payment of indemnification pursuant to Section 3 or 4 ofthis Agreement is not made within ten (10) days after a determination has beenmade that Indemnitee is entitled to indemnification, Indemnitee shall beentitled to an adjudication by the Delaware Court to such indemnification,contribution or advancement of Expenses. Alternatively Indemnitee, atIndemnitee’s option, may seek an award in arbitration to be conducted by asingle arbitrator pursuant to the Commercial Arbitration Rules of the AmericanArbitration Association. Except as set forth herein, the provisions of Delawarelaw (without regard to its conflict of laws rules) shall apply to any sucharbitration. The Company shall not oppose Indemnitee’s right to seek anysuch adjudication or award in arbitration. 

                    (b)        In the event that a determinationshall have been made pursuant to Section 12(a) of this Agreement that Indemniteeis not entitled to indemnification, any judicial proceeding or arbitrationcommenced pursuant to this Section 14 shall be conducted in all respects as adenovo trial, or arbitration, on the merits and Indemnitee shallnot be prejudiced by reason of that adverse determination. In any judicialproceeding or arbitration commenced pursuant to this Section 14, Indemniteeshall be presumed to be entitled to indemnification under this Agreement and theCompany shall have the burden of proving Indemnitee is not entitled toindemnification or advancement of Expenses, as the case may be, and the Companymay not refer to or introduce into evidence any determination pursuant toSection 12(a) of this Agreement adverse to Indemnitee for any purpose. IfIndemnitee commences a judicial proceeding or arbitration pursuant to thisSection 14, Indemnitee shall not be required to reimburse the Company for anyadvances pursuant to Section 10 until a final determination is made with respectto Indemnitee’s entitlement to indemnification (as to which all rights ofappeal have been exhausted or lapsed). 

                    (c)        If a determination shall have beenmade pursuant to Section 12(a) of this Agreement that Indemnitee is entitled toindemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration commenced pursuant to this Section 14, absent(i) a misstatement by Indemnitee of a material fact, or an omission of amaterial fact necessary to make Indemnitee’s statement not materiallymisleading, in connection with the request for indemnification, or (ii) aprohibition of such indemnification under applicable law. 

                    (d)        The Company shall be precludedfrom asserting in any judicial proceeding or arbitration commenced pursuant tothis Section 14 that the procedures and presumptions of this Agreement are notvalid, binding and enforceable and shall stipulate in any such court or beforeany such arbitrator that the Company is bound by all the provisions of thisAgreement. 

                    (e)        The Company shall indemnify andhold harmless Indemnitee to the fullest extent permitted by law against allExpenses and, if requested by Indemnitee, shall (within ten (10) days after theCompany’s receipt of such written request) advance to Indemnitee, to thefullest extent permitted by applicable law, such Expenses that are incurred byIndemnitee in connection with any judicial proceeding or arbitration brought byIndemnitee (i) to enforce Indemnitee’s rights under, or to recover damagesfor breach of, this Agreement or any other indemnification, advancement orcontribution agreement or provision of the Company’s Amended and RestatedBy-laws, now or hereafter in effect, or provision of the Company’s Amendedand Restated Certificate of Incorporation, now or hereafter in effect; or (ii)for recovery or advances under any insurance policy maintained by any person forthe benefit of Indemnitee, regardless of whether Indemnitee ultimately isdetermined to be entitled to such indemnification, advance, contribution orinsurance recovery, as the case may be. 

                    (f)        Notwithstanding anything in thisAgreement to the contrary, no determination as to entitlement to indemnificationunder this Agreement shall be required to be made prior to the final dispositionof the Proceeding. 

          15.      **Non-Exclusivity; Survival ofRights; Insurance; Subrogation.**

                    (a)        The rights of indemnification andto receive advancement of Expenses as provided by this Agreement shall not bedeemed exclusive of any other rights to which Indemnitee may at any time beentitled under applicable law, the Company’s Amended and Restated By-laws,the Company’s Amended and Restated Certificate of Incorporation, anyagreement, a vote of members or a resolution of directors, or otherwise. Noamendment, alteration or repeal of this Agreement or of any provision hereofshall limit or restrict any right of Indemnitee under this Agreement in respectof any action taken or omitted by such Indemnitee prior to such amendment,alteration or repeal. To the extent that a change in applicable law, whether bystatute or judicial decision, permits greater indemnification or advancement ofExpenses than would be afforded currently under Article VI of the Amended andRestated By-laws of the Company and Article XII of the Amended and RestatedCertificate of Incorporation of the Company or this Agreement, it is the intentof the parties hereto that Indemnitee shall enjoy by this Agreement the greaterbenefits so afforded by such change. No right or remedy herein conferred isintended to be exclusive of any other right or remedy, and every other right andremedy shall be cumulative and in addition to every other right and remedy givenhereunder or now or hereafter existing at law or in equity or otherwise. Theassertion or employment of any right or remedy hereunder, or otherwise, shallnot prevent the concurrent assertion or employment of any other right or remedy.

                    (b)        The DGCL and Article VI of theCompany’s Amended and Restated By-laws and Article XII of theCompany’s Amended and Restated Certificate of Incorporation permit theCompany to purchase and maintain insurance or furnish similar protection or makeother arrangements (“Indemnification Arrangements”) on behalf ofIndemnitee against any liability asserted against Indemnitee or incurred by oron behalf of Indemnitee, or arising out of the fact that Indemnitee is a memberof the Special Committee, whether or not the Company would have the power toindemnify Indemnitee against such liability under the provisions of thisAgreement or under the DGCL, as it may then be in effect. The purchase,establishment, and maintenance of any such Indemnification Arrangement shall notin any way limit or affect the rights and obligations of the Company or of theIndemnitee under this Agreement except as expressly provided herein, and theexecution and delivery of this Agreement by the Company and the Indemnitee shallnot in any way limit or affect the rights and obligations of the Company or theother party or parties thereto under any such Indemnification Arrangement.

                    (c)        To the extent that the Companymaintains an insurance policy or policies providing liability insurance fordirectors, officers, trustees, partners, managing members, fiduciaries,employees, or agents of the Company or any other business operation which suchperson serves at the request of the Company, Indemnitee shall be covered by suchpolicy or policies in accordance with its or their terms to the maximum extentof the coverage available for any such director, officer, trustee, partner,managing member, fiduciary, employee or agent under such policy or policies. If,at the time the Company receives notice from any source of a Proceeding as towhich Indemnitee is a party or a participant (as a witness or otherwise), theCompany has director and officer liability insurance in effect, the Companyshall give prompt notice of such Proceeding to the insurers in accordance withthe procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay,on behalf of the Indemnitee, all amounts payable as a result of such Proceedingin accordance with the terms of such policies. 

                    (d)        In the event of any payment underthis Agreement, the Company shall be subrogated to the extent of such payment toall of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, includingexecution of such documents as are necessary to enable the Company to bring suitto enforce such rights. 

                    (e)        The Company’s obligation toindemnify or advance Expenses hereunder to Indemnitee who is or was serving as amember of the Special Committee shall be reduced by any amount Indemnitee hasactually received as indemnification or advancement of expenses from theCompany. 

          16.      **Duration of Agreement.**  This Agreement shall continue until and terminate upon the later of: (a) 10years after Indemnitee has completed Indemnitee’s service as a member ofthe Special Committee; or (b) the final termination of all pending or threatenedactions, suits, proceedings or investigations with respect to the SpecialCommittee. 

          17.      **Severability.**  Ifany provision or provisions of this Agreement shall be held to be invalid,illegal or unenforceable for any reason whatsoever: (a) the validity, legalityand enforceability of the remaining provisions of this Agreement (including,without limitation, each portion of any Section, paragraph or sentence of thisAgreement containing any such provision held to be invalid, illegal orunenforceable, that is not itself invalid, illegal or unenforceable) shall notin any way be affected or impaired thereby and shall remain enforceable to thefullest extent permitted by law; (b) such provision or provisions shall bedeemed reformed to the extent necessary to conform to applicable law and to givethe maximum effect to the intent of the parties hereto; and (c) to the fullestextent possible, the provisions of this Agreement (including, withoutlimitation, each portion of any Section, paragraph or sentence of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, thatis not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby. 

          18.      **Enforcement and Binding Effect.**

                    (a)        The Company expressly confirms andagrees that it has entered into this Agreement and assumed the obligationsimposed on it hereby in order to induce Indemnitee to serve as a member of theSpecial Committee, and the Company acknowledges that Indemnitee is relying uponthis Agreement in serving as a member of the Special Committee. 

                    (b)        Without limiting any of the rightsof Indemnitee under (i) the Amended and Restated By-laws, as they may be amendedfrom time to time, and (ii) the Amended and Restated Certificate ofIncorporation of the Company as they may be amended from time to time, thisAgreement constitutes the entire agreement between the parties hereto withrespect to the subject matter hereof and supersedes all prior agreements andunderstandings, oral, written and implied, between the parties hereto withrespect to the subject matter hereof. 

                    (c)        The indemnification andadvancement of Expenses provided by or granted pursuant to this Agreement shallbe binding upon and be enforceable by the parties hereto and their respectivesuccessors and assigns (including any direct or indirect successor by purchase,merger, consolidation or otherwise to all or substantially all of the businessor assets of the Company), shall continue as to Indemnitee when Indemnitee hasceased to be a member of the Special Committee at the Company’s request,and shall inure to the benefit of Indemnitee and Indemnitee’s spouse,assigns, heirs, devisees, executors and administrators and other legalrepresentatives. 

                    (d)        The Company shall require andcause any successor (whether direct or indirect by purchase, merger,consolidation or otherwise) to all or substantially all of the business orassets of the Company, by written agreement in form and substance satisfactoryto the Indemnitee, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required toperform if no such succession had taken place. 

                    (e)        The Company and Indemnitee agreeherein that a monetary remedy for breach of this Agreement, at some later date,may be inadequate, impracticable and difficult of proof, and further agree thatsuch breach may cause Indemnitee irreparable harm. Accordingly, the partieshereto agree that Indemnitee may enforce this Agreement by seeking injunctiverelief and specific performance hereof, without any necessity of showing actualdamage or irreparable harm and that by seeking injunctive relief or specificperformance, Indemnitee shall not be precluded from seeking or obtaining anyother relief to which Indemnitee may be entitled. The Company and Indemniteefurther agree that Indemnitee shall be entitled to such specific performance andinjunctive relief, including temporary restraining orders, preliminaryinjunctions and permanent injunctions, without the necessity of posting bonds orother undertaking in connection therewith. The Company acknowledges that in theabsence of a waiver, a bond or undertaking may be required of Indemnitee by theCourt, and the Company hereby waives any such requirement of such a bond orundertaking. 

          19.      **Modification andWaiver.**  No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provisions of this Agreement nor shall anywaiver constitute a continuing waiver. 

          20.      **Notices.**  Allnotices, requests, demands and other communications under this Agreement shallbe in writing and shall be deemed to have been duly given (i) if delivered byhand and receipted for by the party to whom said notice or other communicationshall have been directed, or (ii) mailed by certified or registered mail withpostage prepaid, on the third (3rd) business day after the date on which it isso mailed: 

                    (a)        If to Indemnitee, at the addressindicated on the signature page of this Agreement, or such other address asIndemnitee shall provide in writing to the Company,