Common use of Control of Contest Clause in Contracts

Control of Contest. Subject to Section 4.7(iii) below, the Lessee will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued in the name of the Lessee; (ii) the contest of the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee control such contest. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee), (2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee EME will be entitled to contest (acting through counsel selected by the Lessee EME and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of segregated procedurally and contested independently from tax claims for which EME is not obligated to indemnify the Tax Claim must be pursued in the name of Indemnitee, PROVIDED that if the Tax Indemnitee but can be pursued independently from reasonably determines at any time that permitting EME to conduct or continue to conduct such contest could have material adverse business or other proceeding involving a tax liability of consequences to such Tax Indemnitee, such Tax Indemnitee for which shall have the Lessee is not responsible (with the Tax Indemnitee agreeing right to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax)or reassert control over such contest, or (iiiii) the Tax Indemnitee requests that the Lessee EME control such contest; PROVIDED that in the case of any such contest pursuant to (i) or (ii) EME shall use all reasonable efforts to contest such Tax Claim in its own name, and PROVIDED FURTHER that such contest shall be at EME's sole cost and expense. EME shall consult in good faith with the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by EME in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at EME's expense if the Lessee EME shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeEME), (2) at the LesseeEME's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and, (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party EME and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, Claim and shall consider and consult in good faith with the other party EME regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (proper, but the decision deci- sion regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided. (4) Notwithstanding paragraph (3), howeverabove, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the EME's prior written consent of the Lessee)except as provided in paragraph (g)(iv) below.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee TVA will be entitled to contest (acting through counsel selected by the Lessee TVA and reasonably acceptable to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued in the name of the LesseeTVA; (ii) the contest of the Tax Claim must mast be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee TVA is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee TVA can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee TVA control such contest. In the case of all other Tax Claims, subject to Section 4.7(iiisubsection (g)(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee TVA shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the LesseeTVA), (2) at the Lessee's TVA’s written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's TVA’s prior written consent except as provided in Section 4.7(ivparagraph (g)(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(ivsubsection (g)(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the LesseeTVA).

Control of Contest. Subject to Section 4.7(iiiparagraph (g)(iii) below, at the election of the Lessee, the Lessee (A) will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued either in the its own name of the Lessee; (ii) the contest of the Tax Claim must be pursued in or the name of the Tax Indemnitee but can if (x) such Tax Claim may be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee claim for Taxes for which the Lessee is not responsible obligated to indemnify the Tax Indemnitee, (with y) the Lessee shall have acknowledged in writing its liability hereunder if the Tax Claim is not successful, and (z) the Tax Indemnitee agreeing to use reasonable efforts to sever has reasonably determined, acting in good faith, that it will not be adversely affected by the contest Lessee’s control of any indemnified such Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified TaxClaim (a “Lessee-Controlled Contest”), or (iiiB) may require that the Tax Indemnitee requests that the Lessee control in good faith contest such contestTax Claim. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the The following rules shall apply with respect to such contestany contest hereunder: (1) With respect to a Lessee-Controlled Contest: a. the Tax Indemnitee will Lessee shall control the contest of any such Tax Claim in good faith claim (acting through counsel selected by the Tax Indemnitee Lessee and reasonably acceptable satisfactory to the Lessee), (2Tax Indemnitee) at the Lessee's written request’s expense; b. the decisions regarding what actions to be taken shall be made by the Lessee in its sole judgment, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof acting reasonably and in appropriate administrative or judicial proceedings, good faith; and (3) c. the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's ’s prior written consent except as provided in Section 4.7(ivparagraph (g)(iv) below. In either case, ; and d. the party conducting such contest Lessee shall consult in good faith with and keep reasonably informed the other party Tax Indemnitee and its designated counsel with respect to such Tax Claim, Claim and shall provide the other party Tax Indemnitee with copies of any reports or claims (or extracts therefrom) issued by the relevant auditing agents or taxing authority as well as redacted portions relating to such Tax Claim. (2) With respect to the contest of tax returns, any Tax Claim pursuant to clause (B) of Section 9.2(g)(ii) hereof: a. the Tax Indemnitee shall control any such claim (acting through counsel selected by the Tax Indemnitee and shall consider and consult in good faith with reasonably satisfactory to the other party regarding any request (aLessee) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but at the decision Lessee’s expense; 57 b. the decisions regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if acting reasonably and in good faith; c. the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the consent Lessee’s prior written consent, except as provided in paragraph (g)(iv) below; and d. the Tax Indemnitee shall consult in good faith with the Lessee and its designated counsel with respect to such Tax Claim and shall provide the Lessee with copies of any reports or claims (or extracts therefrom) issued by the Lessee)relevant auditing agents or taxing authority relating to such Tax Claim.

Control of Contest. Subject to (i) Except as provided in Section 4.7(iii) 3.3 below, from the Lessee date of receipt by Shareholders of notice of a Tax Claim, Shareholders will be entitled deemed to have assumed and shall assume control over the conduct of any contest (acting through counsel selected by the Lessee and reasonably acceptable resolution of a Tax Claim as it relates to the Tax IndemniteeLoss, and such contest and all preparations therefor will be the responsibility of, and at the cost and expense of, Shareholders. Shareholders may determine, in their reasonable discretion, and without consent of Norwest (subject to Section 3.3 below), and control the nature of all actions to be taken to contest of, any a Tax Claim if that relates to a Tax Loss, including, without limitation: (i) the whether any action to contest of the such Tax Claim may initially will be pursued in the name of the Lesseeby judicial or administrative proceedings or both; (ii) the contest of the whether such Tax Claim must will be pursued in contested by the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), payment or (iii) the Tax Indemnitee requests that the Lessee control such contest. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest nonpayment of such Tax Claim in good faith (acting through counsel selected accordance with applicable Code provisions or by the Tax Indemnitee and reasonably acceptable to the Lessee), (2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain seeking a refund thereof in appropriate administrative or any combination thereof; and (iii) if Shareholders decide to undertake judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel action with respect to such Tax Claim, shall provide the court or other party judicial body before which the action will be commenced. Shareholders are not obligated to pursue an appeal from any adverse determination by any judicial or administrative body of a Tax Claim related to a Tax Loss. (ii) At any time, whether before or after taking any action to contest a Tax Claim that relates to a Tax Loss, Shareholders may decline to take any action with copies respect to all or any portion of the Tax Claim. Shareholders agree to give Norwest immediate notice of any reports such decision, which notice will constitute a Final Determination under this Tax Agreement with respect to the Tax Loss that was the subject of the Tax Claim. Shareholders may not compromise or claims issued by settle the relevant auditing agents portion of any Tax Claim that relates to a Tax Loss if such settlement or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with compromise involves the other party regarding any request (a) to resist payment of Taxes if practical and (b) an amount in excess of the Escrow Amount for which Norwest is then entitled to indemnification hereunder, in which event the prior consent of Norwest is required, which consent will not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if unreasonably withheld. Norwest may not compromise the Tax Indemnitee is the controlling party, such Loss portion of any Tax Indemnitee may not settle the contest Claim without the prior written consent of the Lessee)Shareholders, which consent shall not be unreasonably withheld.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee will AEE shall be entitled to contest at its own expense (acting through counsel selected by the Lessee AEE and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of the Tax Claim must be pursued in the name of segregated procedurally from tax claims for which AEE is not obligated to indemnify the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iiiii) the Tax Indemnitee requests that the Lessee AEE control such contest; provided that in the case of any such contest pursuant to (i) or (ii) AEE shall use all reasonable efforts to contest such Tax Claim in its own name, but if such contest is in the Tax Indemnitee Sections name, the Tax Indemnitee shall have the right to participate in all proceedings. In the case of all other Tax Claims, (A) unless, in the opinion of counsel selected by Tax Indemnitee and reasonably satisfactory to AEE (but delivered at AEE's expense) there is no Reasonable Basis to contest or (B) the matter at issue was subject to Section 4.7(iii) below, the a prior unsuccessful contest (unless AEE shall have previously delivered an opinion of counsel selected by Tax Indemnitee will and reasonably satisfactory to AEE that there has been a change in law which would affect the outcome of a new contest the in favor of Tax Claim Indemnitee), if the Lessee AEE shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below)), the Tax Indemnitee shall contest the Tax Claim and the following rules shall apply with respect to such contest: (1A) the Tax Indemnitee will shall control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeAEE), (2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iii9.2(g)(iii) below, the Lessee Company will be entitled to contest (acting through counsel selected by the Lessee Company and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may can be pursued in the name of the LesseeCompany; (ii) the contest of the such Tax Claim must be pursued in the name of the Tax Indemnitee but can may be pursued independently segregated procedurally from any other proceeding involving a tax liability of such Tax Indemnitee claims for which the Lessee Company is not responsible obligated to indemnify the Tax Indemnitee (with the each Tax Indemnitee agreeing to use all reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax Tax, so that the Lessee Company can control the contest of the indemnified Tax)) and, in the event Dynegy Roseton or DHI is no longer the Company or Lessee Guarantor, respectively, such Indemnitee consents to Dynegy Roseton's control of the contest (which consent may not be unreasonably withheld) or (iii) the Tax Indemnitee requests that the Lessee Company control such contest. In the case of all other Tax Claims, subject to Section 4.7(iii9.2(g)(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee Company shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeCompany), (2) at the LesseeCompany's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the LesseeCompany's prior written consent except as provided in Section 4.7(iv) below9.2(g)(iv). In either case, the party conducting such contest shall consult in good faith with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, (and shall provide the other party with copies of any documents, reports or claims issued by or sent to the relevant auditing agents agent or taxing authority as well as redacted portions of tax returns, authority) with respect to such Tax Claim and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee)proper.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee SEMA will be entitled to contest (acting through counsel selected by the Lessee SEMA and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of segregated procedurally and contested independently from tax claims for which SEMA is not obligated to indemnify the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax)Indemnitee, or (iiiii) the Tax Indemnitee requests that the Lessee SEMA control such contest; provided that in the case of any such contest pursuant to (i) or (ii) SEMA shall use all reasonable efforts to contest such Tax Claim in its own name, and in the event of a contest in the Owner Participant's or Equity Investor's name under clause (i), the Owner Participant's consent shall be required; provided further that such contest shall be at SEMA's sole cost and expense with no after-tax cost to the Tax Indemnitee. SEMA shall consult in good faith with, and keep reasonably informed, the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any documents, reports or claims issued by or sent to the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by SEMA in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at SEMA's expense if the Lessee SEMA shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of (including all decisions with respect to such Tax Claim contest shall be made in its sole judgment exercised in good faith (faith) acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the Lessee)SEMA, (2) at the LesseeSEMA's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and, (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party SEMA and its designated counsel with respect to such Tax Claim, shall provide the other party SEMA with copies of any documents, reports or claims issued by or sent to the relevant auditing agents agency or taxing authority as well as redacted portions to the extent relating to such Tax Claim (provided that the Tax Indemnitee shall have the right to redact items relating to confidential tax matters of tax returns, the Tax Indemnitee or its Affiliates) and shall consider and consult in good faith with the other party SEMA regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if XXXXXXXXX PARTICIPATION AGREEMENT (L1) -------------------------------------- protest is necessary and proper (proper, but the decision regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided. (4) Notwithstanding paragraph (3), howeverabove, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the SEMA's prior written consent of the Lessee)except as provided in paragraph (g)(iv) below.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee Xxxxx City will be entitled to contest (acting through counsel selected by the Lessee Xxxxx City and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of segregated procedurally and contested independently from tax claims for which Xxxxx City is not obligated to indemnify the Tax Claim must be pursued in the name of Indemnitee, provided that if the Tax Indemnitee but can be pursued independently from in its sole discretion determines at any time that permitting Xxxxx City to conduct or continue to conduct such contest could have an adverse business effect or other proceeding involving a tax liability of consequences to such Tax Indemnitee, such Tax Indemnitee for which shall have the Lessee is not responsible (with the Tax Indemnitee agreeing right to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax)or reassert control over such contest, or (iiiii) the Tax Indemnitee requests that the Lessee Xxxxx City control such contest; provided that in the case of any such contest pursuant to (i) or (ii) Xxxxx City shall use all reasonable efforts to contest such Tax Claim in its own name, and provided further that such contest shall be at Xxxxx City's sole cost and expense with no after tax cost to the Tax Indemnitee. Xxxxx City shall consult in good faith with and keep reasonably informed the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies 66 of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by Xxxxx City in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at Xxxxx City's expense if the Lessee Xxxxx City shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: (1A) the Tax Indemnitee will control the contest of such Tax Claim Claim, and all decisions with respect to such contest shall be made in its sole judgment exercised in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeXxxxx City), (2B) at the LesseeXxxxx City's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and, (3C) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party Xxxxx City and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, Claim and shall consider and consult in good faith with the other party Xxxxx City regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (proper, but the decision regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided. (D) Notwithstanding paragraph (C), howeverabove, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the Xxxxx City's prior written consent of the Lessee)except as provided in paragraph (g)(iv) below.

Control of Contest. Subject to Section 4.7(iiiSubsection (g)(3) below, the Lessee Old Dominion will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee)contest, and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued and is segregated procedurally from tax claims for which Old Dominion is not obligated to indemnify the Tax Indemnitee, PROVIDED that Old Dominion shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the name of the Lessee; (ii) Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to the contest of the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee control such contestClaim. In the case of all other a Tax ClaimsClaim that Old Dominion is not entitled to contest, subject to Section 4.7(iiior that Old Dominion and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest: (i) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee)faith, (2ii) at the LesseeOld Dominion's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or (subject to the proviso in the parenthetical clause in subparagraph (C) of paragraph (c) above) judicial proceedings, (iii) the Tax Indemnitee shall consult with and keep reasonably informed Old Dominion and its designated counsel with respect to such Tax Claim, shall timely provide Old Dominion with copies of the relevant portions of all documents relating to such Tax Claim, and shall consider and consult with Old Dominion concerning any request by Old Dominion to (a) resist payment of Taxes demanded by the taxing authority in connection with such Tax Claim if practical and (b) not pay such Taxes except under protest if protest is necessary and proper, (iv) the Tax Indemnitee will not, without Old Dominion's prior written consent (not unreasonably to be withheld), forego any administrative appeal, proceeding, hearing or conference if doing so would preclude as a matter of law initiating or contesting further such Tax Claim, and (3v) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the LesseeOld Dominion's prior written consent (not unreasonably to be withheld) except as provided in Section 4.7(ivparagraph (g)(4) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iii12.2(g)(iii) below, the Lessee Company will be entitled to contest (acting through counsel selected by the Lessee Company and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (ix) the such contest of the Tax Claim may can be pursued in the name of the Lessee; Company, (iiy) the such contest of the Tax Claim must be pursued in the name of the such Tax Indemnitee Indemnitee, but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the each Tax Indemnitee agreeing to use all reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax Tax, so that the Lessee Company can control the contest of the indemnified Tax), ) or (iiiz) the such Tax Indemnitee requests that the Lessee Company control such contest; provided, that any control of a contest described in clauses (x) and (y) is subject to the condition that the Tax Indemnitee in its reasonable judgment determines that permitting the Company to conduct or continue to conduct such contest will not adversely impact other Taxes of such Tax Indemnitee (and if the Tax Indemnitee determines at any time that there will be an adverse impact on other Taxes of the Tax Indemnitee, then the Tax Indemnitee shall control, or regain control, of such contest). In the case of With respect to all other Tax ClaimsClaims requested to be contested by the Company, subject to Section 4.7(iii12.2(g)(iii) below, the Tax Indemnitee will shall contest the Tax Claim if the Lessee shall request that the Tax be contestedsuch claim, including seeking judicial review of any adverse administrative determination and appealing any adverse judicial determination, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will shall control the contest of such Tax Claim the claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee), (2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the LesseeCompany).

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee Midwest will be entitled to contest (acting through counsel selected by the Lessee Midwest and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of segregated procedurally and contested independently from tax claims for which Midwest is not obligated to indemnify the Tax Claim must be pursued in the name of Indemnitee, PROVIDED that if the Tax Indemnitee but can be pursued independently from reasonably determines at any time that permitting Midwest to conduct or continue to conduct such contest could have material adverse business or other proceeding involving a tax liability of consequences to such Tax Indemnitee, such Tax Indemnitee for which shall have the Lessee is not responsible (with the Tax Indemnitee agreeing right to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax)or reassert control over such contest, or (iiiii) the Tax Indemnitee requests that the Lessee Midwest control such contest; PROVIDED that in the case of any such contest pursuant to (i) or (ii) Midwest shall use all reasonable efforts to contest such Tax Claim in its own name, and PROVIDED FURTHER that such contest shall be at Midwest's sole cost and expense. Midwest shall consult in good faith with the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by Midwest in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at Midwest's expense if the Lessee Midwest shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeMidwest), (2) at the LesseeMidwest's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and, (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party Midwest and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, Claim and shall consider and consult in good faith with the other party Midwest regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (proper, but the decision regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided. (4) Notwithstanding paragraph (3), howeverabove, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the Midwest's prior written consent of the Lessee)except as provided in paragraph (g)(iv) below.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee SEMA will be entitled to contest (acting through counsel selected by the Lessee SEMA and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in the name of the Lessee; (ii) the contest of segregated procedurally and contested independently from tax claims for which SEMA is not obligated to indemnify the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax)Indemnitee, or (iiiii) the Tax Indemnitee requests that the Lessee SEMA control such contest; provided that in the case of any such contest pursuant to (i) or (ii) SEMA shall use all reasonable efforts to contest such Tax Claim in its own name, and in the event of a contest in the Owner Participant's or Equity Investor's name under clause (i), the Owner Participant's consent shall be required; provided further that such contest shall be at SEMA's sole cost and expense with no after-tax cost to the Tax Indemnitee. SEMA shall consult in good faith with, and keep reasonably informed, the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any documents, reports or claims issued by or sent to the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by SEMA in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at SEMA's expense if the Lessee SEMA shall request that the Tax be contestedcontested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of (including all decisions with respect to such Tax Claim contest shall be made in its sole judgment exercised in good faith (faith) acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the Lessee)SEMA, (2) at the LesseeSEMA's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and, (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party SEMA and its designated counsel with respect to such Tax Claim, shall provide the other party SEMA with copies of any documents, reports or claims issued by or sent to the relevant auditing agents agency or taxing authority as well as redacted portions to the extent relating to such Tax Claim (provided that the Tax Indemnitee shall have the right to redact items relating to confidential tax matters of tax returns, the Tax Indemnitee or its Affiliates) and shall consider and consult in good faith with the other party SEMA regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (proper, but the decision regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided. (4) Notwithstanding paragraph (3), howeverabove, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the SEMA's prior written consent of the Lessee)except as provided in paragraph (g)(iv) below.

Control of Contest. Subject to Section 4.7(iii21.1(g)(iii) below, the Lessee Sublessee will be entitled to contest (acting through counsel selected by the Lessee Sublessee and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may can be pursued in the name of the LesseeSublessee; (ii) the contest of the such Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability may in the reasonable judgment of such the Tax Indemnitee be segregated procedurally from tax claims for which the Lessee Sublessee is not responsible obligated to indemnify the Tax Indemnitee (with the Tax Indemnitee agreeing or agreeing to use reasonable efforts to sever ensure that the Head Lease Tax Indemnitee will agree to use reasonable efforts to segregate the contest of any indemnified Tax from the contest of any unindemnified Tax Tax, so that the Lessee Sublessee can control the contest of the indemnified Tax), ) or (iii) the Head Lease Tax Indemnitee or the Tax Indemnitee requests that the Lessee Sublessee control such contest. In the case of all other Tax Claims, subject to Section 4.7(iii21.1(g)(iii) below, the Tax Indemnitee will, or will use reasonable efforts to ensure that the Head Lease Tax Indemnitee will, in good faith diligently contest the Tax Claim (including seeking judicial review of any adverse administrative determination and appealing any adverse judicial determination, except that no appeal shall be required to the United States Supreme Court) if the Lessee Sublessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1A) the Tax Indemnitee will, or will use reasonable efforts to ensure that the Head Lease Tax Indemnitee will, control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeSublessee), (2B) at the Lessee's Sublessee’s written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall, or shall use reasonable efforts to ensure that the Head Lease Tax Indemnitee shall, use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3C) the Tax Indemnitee shall, or shall use reasonable efforts to ensure that the Head Lease Tax Indemnitee shall, not otherwise settle, compromise or abandon such contest without the Lessee's Sublessee’s prior written consent except as provided in Section 4.7(iv) below21.1(g)(iv). In either any case, the party conducting such contest shall consult in good faith with and keep reasonably informed the other party or parties and its designated counsel with respect to such Tax Claim, (and shall provide the other party or parties with copies of any documents, reports or claims issued by or sent to the relevant auditing agents agent or taxing authority as well as redacted portions of tax returns) with respect to such Tax Claim; provided, and shall consider and consult in good faith with however¸ that the other party decisions regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the party controlling party the contest in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iiiSubsection (g)(3) below, the Lessee Oglethorpe (i) will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee)contest, and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued and is brought in the name of Oglethorpe, or may be and is segregated procedurally from tax claims for which Oglethorpe is not obligated to indemnify the Lessee; Tax Indemnitee and the Tax Indemnitee in good faith determines that there is no material risk of it or an Affiliate being adversely affected by such contest or the conduct thereof and (ii) the shall contest of the any Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iii) claim if the Tax Indemnitee requests that the Lessee Oglethorpe control such contest. In , provided that in the case of all other any such contest pursuant to (i) or (ii) Oglethorpe shall use its best efforts to contest such Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest Claim in its own name and if it is contesting the Tax Claim if the Lessee shall request that in the Tax be contestedIndemnitee's name, and the following rules it shall apply consult with such Tax Indemnitee with respect to such contest: (1) the Tax Indemnitee will control all decisions involving the contest of such Tax Claim and provided further that the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith (acting through counsel selected by that Oglethorpe's continued control of the contest will adversely affect it. In the case of a Tax Claim that Oglethorpe is not entitled to contest, or that Oglethorpe and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest subject to subsection (g)(3) below: (i) the Tax Indemnitee will contest and reasonably acceptable to the Lessee)control such Tax Claim in good faith, (2ii) at the LesseeOglethorpe's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, (iii) the Tax Indemnitee shall consult with and keep reasonably informed Oglethorpe and its designated counsel with respect to such Tax Claim and shall consider and consult in good faith with Oglethorpe concerning any request by Oglethorpe to (a) resist payment of Taxes demanded by the taxing authority in connection with such Tax Claim if practical and (b) not pay such Taxes except under protest if protest is necessary and proper, (iv) the Tax Indemnitee will not, without Oglethorpe's prior written consent (not unreasonably to be withheld), forego any administrative appeal, proceeding, hearing or conference if doing so would preclude as a matter of law initiating or contesting further such Tax Claim, and (3v) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the LesseeOglethorpe's prior written consent except as provided in Section 4.7(ivparagraph (g)(4) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iiiparagraph (g)(iii) below, at the election of the Lessee, the Lessee (A) will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued either in the its own name of the Lessee; (ii) the contest of the Tax Claim must be pursued in or the name of the Tax Indemnitee but can if (x) such Tax Claim may be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee claim for Taxes for which the Lessee is not responsible obligated to indemnify the Tax Indemnitee, (with y) the Lessee shall have acknowledged in writing its liability hereunder if the Tax Claim is not successful, and (z) the Tax Indemnitee agreeing to use reasonable efforts to sever has reasonably determined, acting in good faith, that it will not be adversely affected by the contest Lessee’s control of any indemnified such Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified TaxClaim (a “Lessee-Controlled Contest”), or (iiiB) may require that the Tax Indemnitee requests that the Lessee control in good faith contest such contestTax Claim. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the The following rules shall apply with respect to such contestany contest hereunder: (1) With respect to a Lessee-Controlled Contest: a. the Tax Indemnitee will Lessee shall control the contest of any such Tax Claim in good faith claim (acting through counsel selected by the Tax Indemnitee Lessee and reasonably acceptable satisfactory to the Lessee), (2Tax Indemnitee) at the Lessee's written request’s expense; b. the decisions regarding what actions to be taken shall be made by the Lessee in its sole judgment, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof acting reasonably and in appropriate administrative or judicial proceedings, good faith; and (3) c. the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's ’s prior written consent except as provided in Section 4.7(ivparagraph (g)(iv) below. In either case, ; and d. the party conducting such contest Lessee shall consult in good faith with and keep reasonably informed the other party Tax Indemnitee and its designated counsel with respect to such Tax Claim, Claim and shall provide the other party Tax Indemnitee with copies of any reports or claims (or extracts therefrom) issued by the relevant auditing agents or taxing authority as well as redacted portions relating to such Tax Claim. (2) With respect to the contest of tax returns, any Tax Claim pursuant to clause (B) of Section 9.2(g)(ii) hereof: a. the Tax Indemnitee shall control any such claim (acting through counsel selected by the Tax Indemnitee and shall consider and consult in good faith with reasonably satisfactory to the other party regarding any request (aLessee) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but at the decision Lessee’s expense; b. the decisions regarding what actions are to be taken shall be made by the controlling party Tax Indemnitee in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if acting reasonably and in good faith; c. the Tax Indemnitee is the controlling partyshall not otherwise settle, compromise or abandon such Tax Indemnitee may not settle the contest without the consent Lessee’s prior written consent, except as provided in paragraph (g)(iv) below; and d. the Tax Indemnitee shall consult in good faith with the Lessee and its designated counsel with respect to such Tax Claim and shall provide the Lessee with copies of any reports or claims (or extracts therefrom) issued by the Lessee)relevant auditing agents or taxing authority relating to such Tax Claim.

Control of Contest. Subject to Section 4.7(iiisubsection (g)(iii) below, the Lessee Guarantor will be entitled to contest (acting through counsel selected by the Lessee Guarantor and reasonably acceptable satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued in segregated procedurally and contested independently from tax claims for which Guarantor is not obligated to indemnify the name of Indemnitee, PROVIDED that if the Lessee; Indemnitee reasonably determines at any time that permitting Guarantor to conduct or continue to conduct such contest could have material adverse business or other consequences to such Indemnitee, such Indemnitee shall have the right to control or reassert control over such contest, or (ii) the contest of the Tax Claim must be pursued Indemnitee requests that Guarantor control such contest; PROVIDED that in the name case of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible contest pursuant to (with the Tax Indemnitee agreeing to i) or (ii) Guarantor shall use all reasonable efforts to sever con test such Tax Claim in its own name, and PROVIDED FURTHER that such contest shall be at Guarantor's sole cost and expense. In connection with any Lessee controlled contest, Guarantor shall consult in good faith with the contest Indemnitee and its counsel and shall provide the Indemnitee with copies of any indemnified Tax from reports or claims issued by the contest of any unindemnified Tax so that relevant auditing agent or taxing authority, but the Lessee can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee control such contestdecisions regarding what actions to be taken shall be made by Guarantor in its sole judgment. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim at Guarantor's expense if the Lessee Guarantor shall request that the Tax be contestedcontested if such Tax Claim is for an amount of at least $25,000 (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest: : (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable satisfactory to the LesseeGuarantor), (2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).

Control of Contest. Subject to Section 4.7(iiiSubsection (g)(3) below, the Lessee Old Dominion will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee)contest, and control the contest of, any Tax Claim if (i) the contest of the such Tax Claim may be pursued and is segregated procedurally from tax claims for which Old Dominion is not obligated to indemnify the Tax Indemnitee and the Tax Indemnitee in good faith determines that there is no material risk of it or an Affiliate being adversely affected by such contest or the conduct thereof, PROVIDED that Old Dominion shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the name of the Lessee; (ii) Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to the contest of the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee control such contestClaim. In the case of all other a Tax ClaimsClaim that Old Dominion is not entitled to contest, subject to Section 4.7(iiior that Old Dominion and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest: (i) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest: (1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee)faith, (2ii) at the LesseeOld Dominion's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or (subject to the proviso in the parenthetical clause in subparagraph (B) of paragraph (c) above) judicial proceedings, (iii) the Tax Indemnitee shall consult with and keep reasonably informed Old Dominion and its designated counsel with respect to such Tax Claim and shall consider and consult with Old Dominion concerning any request by Old Dominion to (a) resist payment of Taxes demanded by the taxing authority in connection with such Tax Claim if practical and (b) not pay such Taxes except under protest if protest is necessary and proper, (iv) the Tax Indemnitee will not, without Old Dominion's prior written consent (not unreasonably to be withheld), forego any administrative appeal, proceeding, hearing or conference if doing so would preclude as a matter of law initiating or contesting further such Tax Claim, and (3v) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the LesseeOld Dominion's prior written consent (not unreasonably to be withheld) except as provided in Section 4.7(ivparagraph (g)(4) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the consent of the Lessee).