<PAGE>
 
       the Indemnified Party shall reimburse the Indemnifying Party in full for
       all costs and expenses of such litigation.  The Indemnifying Party may
       participate in, but not control, any defense or settlement controlled by
       the Indemnified Party pursuant to this paragraph, and the Indemnifying
       Party shall bear its own costs and expenses with respect to such
       participation.  Notwithstanding the foregoing, in no event shall the
       Indemnifying Party be obligated to pay any amount to the extent that
       payment would cause the total amounts paid or to be paid by the
       Indemnifying Party pursuant to its indemnity obligations set forth in
       this Agreement to exceed the maximum indemnity amount specified in
       Section 6.1 or 6.2, as applicable.

               (7) As used herein, the term "Litigation Costs" shall mean
       reasonable costs and expenses paid or incurred by the party or parties
       charged with defending against a Third Party Claim in connection with so
       defending or contesting a Third Party Claim including, without
       limitation, all reasonable retainers required by outside counsel, all
       attorneys' fees and expenses payable to such counsel, fees and expenses
       of expert witnesses, bonds required to obtain injunctive relief, appeal
       or supersedeas bonds, and other costs of court.  The defense against, or
       the contesting of, the Third Party Claim may include, without limitation,
       the bringing and prosecution of (i) suit for declaratory judgment
       regarding the disputed matters, (ii) suit for injunctive relief, (iii)
       counterclaims or cross-claims, (iv) interpleader or impleader actions, or
       (v) any other form of action or defense which is reasonably advisable and
       proper to defend against or contest such Third Party Claim.

            (8) Payments of all amounts owing by an Indemnifying Party pursuant
       to this Article 6 relating to a Third Party Claim shall be made within
       thirty (30) days after the latest of (i) the settlement of such Third
       Party Claim, (ii) the expiration of the period for appeal of a final
       adjudication of such Third Party Claim or (iii) the expiration of the
       period for appeal of a final adjudication of the Indemnifying Party's
       liability to the Indemnified Party under this Agreement.  Payments of all
       amounts owing by an Indemnifying Party with respect to a claim hereunder
       that does not involve a Third Party Claim shall be made within thirty
       (30) days after the later of (i) the expiration of the 60-day indemnity
       notice period with respect to such claim or (ii) the expiration of the
       period for appeal of a final adjudication of the Indemnifying Party's
       liability to the Indemnified Party under this Agreement.

       6.3(c)  Exclusive Remedy.  The indemnification rights and remedies
granted under this Agreement to the Indemnified Party shall be deemed to be
exclusive of any other remedies of the Indemnified Party and shall be in lieu of
any other rights or remedies to which the Indemnified Party would otherwise be
entitled as a result of any breach by the Indemnifying Party of this Agreement,
or any provision hereof.

                                       26