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indemnification hereunder (the "Indemnifying Party").  Either such notice is
hereafter referred to as a "Commencement Notice."  The Commencement Notice shall
include a reasonably detailed description of the nature of the claim, an
estimate of the amount of damages attributable to the claim and a statement of
the basis of the Indemnified Party's request for indemnification under this
Agreement.  In the case of a Third Party Claim, the Indemnified Party shall
transmit, together with the Commencement Notice, a copy of all papers served
with respect to such claim.  In the event the Indemnified Party fails to provide
a Commencement Notice with respect to a Third Party Claim pursuant to the terms
of this Section 6.3(a) and such failure materially adversely affects the ability
of the Indemnifying Party to defend the Third Party Claim, then the Indemnified
Party shall be deemed to have waived its indemnification rights as to such Third
Party Claim.

       6.3(b)  Post-Notice Procedures.  The following procedures shall apply to
a response to a claim for indemnity by the Indemnified Party.

               (1) Promptly after receipt by the Indemnifying Party of the
       Commencement Notice, the Indemnifying Party shall, (i) within fifteen
       (15) business days of receipt of a Commencement Notice with respect to a
       Third Party Claim, notify the Indemnified Party (A) whether the
       Indemnified Party disputes its potential liability to the Indemnified
       Party under this Article 6 with respect to such Third Party Claim and (B)
       whether the Indemnifying Party desires to defend the Indemnified Party
       against such Third Party Claim and (ii) within sixty (60) business days
       of receipt of a Commencement Notice with respect to a claim other than a
       Third Party Claim, either (A) acknowledge the debt, liability or
       obligation for which indemnity is sought as a valid claim and shall
       forthwith, subject to the provisions of Sections 6.1 and 6.2, pay the
       Indemnified Party an amount sufficient to discharge such debt, liability
       or obligation; or (B) in the event the Indemnifying Party desires to
       challenge the claim for indemnification, notify the Indemnified Party of
       such challenge.  Failure to respond within the appropriate time period
       following the Commencement Notice shall be deemed acknowledgment of the
       right to be indemnified and give rise to the immediate right in the
       Indemnified Party to payment in full of the amount claimed, subject to
       the provisions of Section 6.1 and 6.2 and 6.3(b)(8).

               (2) If the Indemnifying Party notifies the Indemnified Party
       within the period specified in Section 6.3(b)(1) that the Indemnifying
       Party elects to assume the defense of the Third Party Claim, then the
       Indemnifying Party shall have the right to defend, at its sole cost and
       expense, such Third Party  claim by all appropriate proceedings.  The
       Indemnifying Party shall have full control of such defense and
       proceedings, including any compromise or settlement thereof, subject to
       the provisions of Section 6.3(b)(4).  The Indemnified Party may
       participate in, but not control, any defense or settlement of any Third
       Party Claim controlled by the Indemnifying Party pursuant to this Section
       6.3(b)(2) and shall bear its own costs and expenses with respect to such
       participation.  In connection

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