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       with such participation, the Indemnified Party shall be permitted to have
       reasonable access from time to time to the Indemnifying Party's attorneys
       and be advised by them, upon request, as to the conduct of the defense
       including, but not limited to, such matters as selection of theories of
       action and defense, discovery matters, other motion practice, and general
       trial strategy, such as selection of and order of presentation of
       witnesses.  If it is necessary for some action to be taken or defense to
       be made in respect of the Third Party Claim prior to confirmation by the
       Indemnified Party that the Indemnifying Party will assume such defense,
       the Indemnified Party shall assume such defense with counsel selected by
       the Indemnified Party for the limited purpose of contesting such Third
       Party Claim until the Indemnifying Party assumes such defense.  If the
       Indemnified Party is entitled to indemnification hereunder with respect
       to such Third Party Claim, the Indemnifying Party shall promptly pay all
       Litigation Costs (defined in Section 6.3(b)(7) below) as and when
       incurred by the Indemnified Party in assuming the defense against the
       Third Party Claim, subject to the provisions of Sections 6.1, 6.2 and
       6.3(b)(8).

               (3) Notwithstanding the provisions of paragraph (2) above to the
       contrary, if the character of a Third Party Claim is such that it is
       covered by insurance policies maintained or previously maintained by the
       Indemnified Party, its affiliates or the Indemnifying Party, and the
       insurer under such policies is entitled to select counsel to defend such
       Third Party Claim, then, in the event such insurer confirms coverage with
       respect to the Third Party Claim and assumes the defense thereof, the
       parties acknowledge and agree that counsel selected by such insurer shall
       conduct the defense against the Third Party Claim.  In the event that an
       insurance carrier assumes the defense of the Third Party Claim, any
       Litigation Costs required to be borne by the parties hereto as if such
       Litigation Costs were the result of a defense assumed by the Indemnifying
       Party.

               (4) The Indemnifying Party may settle or compromise any Third
       Party Claim defended by it without the consent of the Indemnified Party,
       provided such settlement or compromise (i) involves only the payment of
       monetary consideration by the Indemnifying Party or consideration or
       agreements given by the Indemnifying Party of a non-monetary nature which
       have no material adverse effect on the Indemnified Party, and (ii) does
       not involve any admission of liability, or stipulations of fact which,
       would reasonably be expected to have a material adverse effect on the
       Indemnified Party or which might prejudice the Indemnified Party in
       subsequent or other litigation.  In the event that the Indemnifying Party
       desires to settle or compromise a Third Party Claim on a basis which the
       Indemnifying Party believes requires the consent of the Indemnified
       Party, the Indemnifying Party shall notify the Indemnified Party in
       writing and describe in such written notice the terms and conditions of
       the proposed settlement or compromise.  Any such consent requested from
       the Indemnified Party shall not be unreasonably withheld.  The failure of
       the Indemnified Party

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