RESPECT THERETO) IMPOSED AS A RESULT OF SUCH PRESENTATION AND
PAYMENT OF COSTS AND EXPENSES.
WITHOUT LIMITATION ON THE FOREGOING PROVISIONS,
ADMINISTRATOR SHALL CONTROL ALL PROCEEDINGS TAKEN IN CONNECTION WITH SUCH
CONTEST AND, AT ITS SOLE OPTION, MAY PURSUE OR FOREGO ANY AND ALL ADMINISTRATIVE
APPEALS, PROCEEDINGS, HEARINGS AND CONFERENCES WITH THE TAXING AUTHORITY IN
RESPECT OF SUCH CLAIM AND MAY, AT ITS SOLE OPTION, EITHER DIRECT THE SENIOR
LEADER TO PAY THE TAX CLAIMED AND SUE FOR A REFUND OR CONTEST THE CLAIM IN ANY
PERMISSIBLE MANNER, AND THE SENIOR LEADER AGREES TO PROSECUTE SUCH CONTEST TO A
DETERMINATION BEFORE ANY ADMINISTRATIVE TRIBUNAL, IN A COURT OF INITIAL
JURISDICTION AND IN ONE OR MORE APPELLATE COURTS, AS THE COMPANY SHALL
DETERMINE.
THE ADMINISTRATOR'S CONTROL OF THE CONTEST SHALL BE LIMITED TO
ISSUES WITH RESPECT TO WHICH A GROSS-UP PAYMENT WOULD BE PAYABLE HEREUNDER.