Common use of Accounting by Trustee Clause in Contracts

Accounting by Trustee. The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the end of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were parties.

Accounting by Trustee. The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements disbursements, and all other transactions required to be donemade, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs between PICO and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar thirty (30) days following the end close of each calendar year and within 60 calendar thirty (30) days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee PICO a written account of its administration of the Trust during such year or during the period from the end close of the last preceding year to the date of such removal or resignation, setting forth all investments, income, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately)sales, and showing all cash, securities, rights securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. Upon the expiration of such period, the account shall be deemed approved by the PICO, except with respect to any act or transaction as to which the PICO files a written objection with the Trustee within such thirty-day period. Nothing in this Section 8 is intended to deprive PICO of any rights to which it may be entitled by law. With respect to the written account statement, the Trustee shall correct any error it has made to the extent such error occurred within the applicable statue of limitations period. If such error is discovered more than sixty days after the end of an accounting period and beyond the timeframe for electronic records retention or for ability to reconcile balances on the Trustee’s trust accounting system, the correction of such error may be reflected on a trust accounting statement subsequent to the statement for the period in which the error occurred. Notwithstanding anything herein to the contrary, the Trustee shall have no duty or responsibility to obtain valuations of any assets of the Trust Fund, the value of which is not readily determinable on an established market. PICO shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to the Trustee in a timely manner. The Trustee may conclusively rely on such valuations provided by PICO and shall be indemnified and held harmless by PICO with respect to such reliance. Notwithstanding anything herein to the contrary, the Trustee shall accept the unit price provided periodically by PICO: for the PICO Holdings, Inc. Income Oriented Investments Unit Fund, the PICO Holdings, Inc. Value Stocks Unit Fund and any other unitized fund invested covered under this Trust Agreement. The Trustee may conclusively rely on such unit prices provided by PICO and shall be indemnified and held harmless by PICO with respect to such reliance. The Trustee shall furnish not be required to Cleveland-Cliffs certify the accuracy of the unit prices on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of any financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were partiesstatement.

Accounting by Trustee. The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements disbursements, and all other transactions required to be donemade, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs between the Company and the Trustee. All such accounts, books and Trustee (which records shall be open separately identify and account for assets deposited by the Company and/or Bank, respectively) and all records necessary to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoingcarry out its responsibilities described in Section 3(b). Within 60 calendar 30 days following the end close of each calendar year and within 60 calendar 30 days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs andthe Company, if such year end, removal or resignation occurs on or after Bank and the date on which a Change of Control has occurred, to each Indemnitee Executive a written account of its administration of the Trust during such year or during the period from the end close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (Upon the expiration of 180 days from the date of filing such annual or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereofother statement, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged from any liability or accountability to anyone as respects the propriety of its acts or transactions shown in such account, except with respect to all matters any acts or transactions as to which the Company and/or Bank, within such 180 day period, shall file with the Trustee its written disapproval. In the event such a disapproval is filed, and things reported unless the matter is compromised by agreement between the Trustee and the Company and/or Bank, the Trustee shall file its statement covering the period from the date of the last annual statement to which no objection was made in such statement and account as though it had been settled by a decree of a any court of competent jurisdiction in an action for audit or proceeding adjudication. The Trustee may conclusively rely on determinations of the Company and/or Bank of valuations for assets of the Trust for which the Trustee deems there to which Cleveland-Cliffs and the Indemnitees were partiesbe no readily determinable fair market value.

Accounting by Trustee. The From and after the time the Settlor no longer serves as a Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 Trust, the successor trustee shall give an annual accounting for each calendar year within thirty (30) days following after the end of that year, in writing and delivered to each calendar beneficiary; an accounting shall be clearly styled as such, and shall include (a) the identity and location, estimated values and account balances of all Trust Property at the beginning of the accounting year and within 60 calendar days after at its end, (b) costs and expenses set out by category, including Trustee fees set forth as a separate itemized entry, (c) specific notation as to which assets are unproductive or, as compared with the removal or resignation previous accounting period, underproductive of income, and (d) the approximate value of each beneficiary’s interest in Trust Property by value, at the beginning of the accounting year and at its end. In addition, the Trustee’s annual accounting shall list, in summary, all assets of Trust Property which have been unproductive or, in the opinion of the Trustee, under-productive, with the notice that “The Trustee is authorized to continue to hold unproductive and under-productive assets of Trust Property, unless and until the majority of the Trust’s beneficiaries shall deliver direct that any such asset be disposed of in order to Clevelandmake its value more productive. The Trustee will dispose of the particular unproductive or under-Cliffs andproductive assets within 120 days (or other commercially reasonable time) of actual receipt of written notice of the beneficiaries’ direction to do so.” Any beneficiary may, at any time and at his own expense assessed against that beneficiary’s interest in the Trust, obtain an interim accounting or an audit of Trust Property or any part thereof. If an audit produces a finding of misfeasance or malfeasance, or a substantial variance (being 5% or more of the gross value of Trust Property) from the Trustee’s accounting, regardless of reason, then the cost of the audit shall be borne by the Trust. Any accounting rendered by a Trustee, which is clearly styled as such and delivered as required by this Section 5.4, shall be presumed to be conclusively correct and accepted for all purposes if such year end, removal or resignation occurs on or after no beneficiary objects within thirty (30) days (“objection period”) of the date on which the Trustee sends a Change of Control has occurred, to each Indemnitee a written account of its administration copy of the Trust during such year or during accounting to that beneficiary by deposit in the period from U.S. Mail, first class postage certified mail return receipt prepaid, and addressed to the end beneficiary at the last known address for the beneficiary which appears in the Trust’s official records on the last day of the last preceding calendar year to for which the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may beannual accounting is made. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require To be considered an “objection” for purposes of preparing its statements this Section 5.4, the “objection” shall not be a mere expression of financial condition. Unless Cleveland-Cliffs general concern or any Indemnitee shall have filed with confusion, but must be in a writing which sets out the Trustee written exception or beneficiary’s specific objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs the Trustee’s accounting with particularity; all objections must be postmarked or faxed no later than the Indemnitee shall be deemed to have approved such statement and account, and in such case last day of the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were partiesobjection period.

Accounting by Trustee. The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, accounts books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the end of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation 9 9 occurs on or after the date on which a Change of Control has occurred, to each Indemnitee a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and account, account and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were parties. 10 10 8.

Accounting by Trustee. (a) The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee Trust Beneficiary, or in the event of a Trust Beneficiary's death or adjudged incompetence, by any an agent or representative of any of the foregoingforegoing (as to such Trust Beneficiary's account). Within 60 calendar days following the end close of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after following the date on which a Change of Control has occurredIrrevocability Date, to each Indemnitee Trust Beneficiary, or in the event of a Trust Beneficiary's death or adjudged incompetence, any agent or representative of the Trust Beneficiary (as to his or her account), a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee Such written accounts shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding reflect the aggregate of the Trust as Cleveland-Cliffs shall require accounts and status of each separate account maintained for purposes of preparing its statements of financial conditioneach Trust Beneficiary. Unless Cleveland-Cliffs or any Indemnitee Trust Beneficiary shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or and the Indemnitee Trust Beneficiary shall be deemed to have approved such statement and account, and in such case case, the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees Trust Beneficiaries were parties.

Accounting by Trustee. The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the end of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee Executive, Key Employee and Director/Officer a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued sales-(accrued interest paid or receivable being shown separately), and showing all all, cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee Executive, Key Employee and Director/Officer shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or and the Indemnitee Indemnitees shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were parties.

Accounting by Trustee. The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the end of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee Executive, Key Employee and Director/Officer a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all all, cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee Executive, Key Employee and Director/Officer shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or and the Indemnitee Indemnitees shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were parties.

Accounting by Trustee. The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements disbursements, and all other transactions required to be donemade, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs between Employer and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar days following the end close of each calendar year quarter (and each calendar year) and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee Employer a written account of its administration of the Trust during such year quarter (or such year) or during the period from the end close of the last preceding year quarter (or in the case of an annual statement, from the close of the last year) to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall furnish Employer may approve the account either by written notice of approval delivered to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee or by failure to object in writing to the Trustee within 180 days from the date on which the account was delivered to the Employer. Upon receipt of written exception approval of the account, or objection to any such statement and upon the expiration of the 180-day period without written objections, the account within 90 days after receipt thereof, Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such statement and accountapproved, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and the account as though it if the account had been settled and allowed by a decree of a court of competent jurisdiction in an action jurisdiction. Nothing herein contained, however, shall be deemed to preclude the Trustee of its right to have its account settled by a court of competent jurisdiction. In the case of any Plan which provides for a separate bookkeeping account for the interests of each participant therein, Trustee shall maintain such separate account records for each participant and beneficiary as it considers necessary or proceeding to which Cleveland-Cliffs and desirable for the Indemnitees were partiesproper administration of the Trust.

Accounting by Trustee. The Trustee shall keep accurate and detailed records in reasonable detail of all investments, receipts, disbursements disbursements, and all other transactions required to be donemade, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs between Subsidiaries and/or the Subsidiary Administrator and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within 60 calendar 90 days following the end close of each calendar fiscal year of the Company and within 60 calendar 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after the date on which a Change of Control has occurred, to each Indemnitee Subsidiary Administrator a written account of its administration of the Trust during such year or during the period from the end close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Upon the request of the Subsidiaries and/or the Subsidiary Administrator, Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such maintain records based upon information provided by the Subsidiaries and/or the Subsidiary Administrator regarding the allocation of Trust as Cleveland-Cliffs shall require for purposes assets to Subsidiary Beneficiaries. The Subsidiaries and/or the Subsidiary Administrator may approve such account by written notice of preparing its statements of financial condition. Unless Cleveland-Cliffs or any Indemnitee shall have filed with approval delivered to the Trustee written exception or objection by failure to any express objections to such statement and account delivered to the Trustee in writing within 90 sixty (60) days after receipt thereof, Cleveland-Cliffs or from the Indemnitee date upon which the account was delivered to the Subsidiaries and/or the Subsidiary Administrator. The account shall be deemed to have approved such statement and account, and in such case upon receipt by the Trustee shall be forever released of the Subsidiaries and/or the Subsidiary Administrator written approval of the account or upon the passage of the sixty (60)-day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Subsidiaries and/or the Subsidiary Administrator and discharged with respect for which the Trustee has not given an explanation or made an adjustment satisfactory to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees were partiesSubsidiaries and/or the Subsidiary Administrator.

Accounting by Trustee. (a) The Trustee shall keep maintain books, records in reasonable detail and accounts as may be necessary for the proper administration of all investments, receipts, disbursements and all other transactions required to be doneTrust assets, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open render to inspection and audit at all reasonable times by ClevelandClevleand-Cliffs, by any Indemnitee or by any agent or representative of any of the foregoing. Within Cliffs within 60 calendar days following the end close of each calendar year and within 60 calendar days after following the date of this Trust until the termination of this Trust or the removal or resignation of the Trustee, Trustee and within 60 days after the Trustee shall deliver to Cleveland-Cliffs and, if date of such year endtermination, removal or resignation occurs on or after the date on which a Change of Control has occurred, resignation) an accounting with respect to each Indemnitee a written account of its administration of the Trust during such year or during the period from assets as of the end of the last preceding then most recent calendar year to the date of such removal or resignation, setting forth all investments, receipts, disbursements (and other transactions affected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such termination, removal or resignation, as the case may be). The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding the Trust as Cleveland-Cliffs shall require for purposes of preparing its statements of financial condition. The Trustee shall at all times maintain separate bookkeeping accounts for each Director as prescribed by Section 7(b) hereof, and, upon the written request of a Director, shall provide to him an annual statement of his account. Upon the written request of Cleveland-Cliffs or, on or after the date of Change of Control, a Director, the Trustee shall deliver to such Director or Cleveland-Cliffs, as the case may be, a written report setting forth the amount held in the Trust and a record of the deposits made with respect thereto by Cleveland-Cliffs. Unless Cleveland-Cliffs or any Indemnitee Director shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or and the Indemnitee Directors shall be deemed to have approved such statement and account, and in such case case, the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree degree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees Directors were parties.

Accounting by Trustee. (a) The Trustee shall keep records in reasonable detail of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by Cleveland-Cliffs, by any Indemnitee Trust Beneficiary, or in the event of a Trust Beneficiary’s death or adjudged incompetence, by any an agent or representative of any of the foregoingforegoing (as to such Trust Beneficiary’s account). Within 60 calendar days following the end close of each calendar year and within 60 calendar days after the removal or resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end, removal or resignation occurs on or after following the date on which a Change of Control has occurredIrrevocability Date, to each Indemnitee Trust Beneficiary, or in the event of a Trust Beneficiary’s death or adjudged incompetence, any agent or representative of the Trust Beneficiary (as to his or her account), a written account of its administration of the Trust during such year or during the period from the end of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions affected effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, rights and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee Such written accounts shall furnish to Cleveland-Cliffs on a quarterly basis (or as Cleveland-Cliffs shall direct from time to time) and in a timely manner such information regarding reflect the aggregate of the Trust as Cleveland-Cliffs shall require accounts and status of each separate account maintained for purposes of preparing its statements of financial conditioneach Trust Beneficiary. Unless Cleveland-Cliffs or any Indemnitee Trust Beneficiary shall have filed with the Trustee written exception or objection to any such statement and account within 90 days after receipt thereof, Cleveland-Cliffs or and the Indemnitee Trust Beneficiary shall be deemed to have approved such statement and account, and in such case case, the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and the Indemnitees Trust Beneficiaries were parties.