foregoing. Subject to the next two succeeding sentences, the rights of NPI and any NPI Indemnitee to indemnification under this Section 8.06 for any settlement with any Named Person shall be subject to (i) such settlement having been made by NPI or the NPI Indemnitee acting reasonably and in good faith and (ii) the prior written consent of Fleetwood. If Fleetwood shall object or fail to consent to the terms of any such settlement within five Business Days after written notice specifying the terms thereof (which notice must also be given to Cayuga), Cayuga shall pay to Fleetwood its pro rata share of any such settlement, and Fleetwood shall assume all of the indemnification obligations of the Company to NPI and any NPI Indemnitee hereunder. In such event, Fleetwood shall assume the control of any litigation initiated by any Named Person, shall provide NPI with such assurances as shall be reasonably requested by NPI as to Fleetwood's having, and continuing to maintain, the Required Net Worth, which shall be deemed necessary to permit it to assume such control and satisfy any resultant judgment. NPI shall be required in connection with any such assumption of control to cooperate with Fleetwood in the defense of such litigation. NPI and any NPI Indemnitee shall give prompt written notice to Cayuga and Fleetwood of any claim based on the indemnity agreement contained in this Section 8.06. No failure to give such notice shall affect the indemnification obligations of any indemnifying party hereunder, except to the extent such failure materially prejudiced such indemnifying party's ability to successfully defend the matter giving rise to the indemnification claim. NPI and any NPI Indemnitee shall have the right to settle any claim initiated by any Named Person without obtaining any consent hereunder in the event that indemnification is not sought pursuant to this Section 8.06.
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Sources: Partnership Agreement (Cayuga Associates L P), Partnership Agreement (Devon Associates/Ny/)