Common use of Accounting by Trustee Clause in Contracts

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon and Trustee. Within 90 days following the close of each calendar year and within 45 days after the removal or resignation of Trustee, Trustee shall deliver to Visteon a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In the absence of the filing in writing with Trustee by Visteon of exceptions or objections to any such account within 90 days, Visteon shall be deemed to have approved such account; in such case, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon Company and Trustee, which records may be audited annually (or at such other times as agreed by the Company and the Trustee) by the Company or anyone named by the Company. Within 90 thirty (30) days following the close of each calendar year and within 45 thirty (30) days after the removal or resignation of Trustee, Trustee shall deliver to Visteon Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In the absence of the filing in writing with the Trustee by Visteon the Company of exceptions or objections to any such account within 90 ninety (90) days, Visteon the Company shall be deemed to have approved such account; in such case, or upon the written approval by Visteon the Company of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. The Trustee may conclusively rely on determinations of Visteon the Company of valuations for assets of the Trust for which the Trustee deems there to be no readily determinable fair market value and on determinations the determination of the issuing issuer of any insurance company contracts with respect to the fair market value of valuations for such insurance contracts/policies.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon the Company, the Employee and the Trustee. Within 90 sixty (60) days following the close of each calendar year and within 45 thirty (30) days after the removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Employee and the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, investment receipts, disbursements disbursements, and other transactions 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 cash 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. In the absence of the filing in writing with the Trustee by Visteon the Employee or the Company of exceptions or objections to any such account within 90 days, Visteon the employee and the Company shall be deemed to have approved such account; in such case, or upon the written approval by Visteon the Employee or the Company of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. The Trustee may conclusively rely on determinations of Visteon the Employee of valuations for assets of the Trust for which the Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon Company and Trustee. Within 90 one hundred twenty (120) days following the close of each calendar year and within 45 ninety (90) days after the removal or resignation of Trustee, Trustee shall deliver to Visteon Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In the absence of the filing in writing with Trustee by Visteon Company of exceptions or objections to any such account within 90 daysdays following the receipt of such accounting, Visteon Company shall be deemed to have approved such account; in such case, or upon the written approval by Visteon Company of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon Company of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

Accounting by Trustee. The Trustee shall keep accurate and detailed records and accounts of all investments, receipts, and disbursements, and other transactions hereunder, and all records, books, and accounts relating thereto shall be open to inspection by any person designated by the Sponsor at all reasonable times. As soon as reasonably practicable following the close of each annual accounting period of the Trust, and as soon as reasonably practicable after the resignation or removal of a Trustee has become effective, the Trustee shall file with the Sponsor a written account setting forth all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon and Trustee. Within 90 days following the close of each calendar year and within 45 days after the removal or resignation of Trustee, Trustee shall deliver to Visteon a written account of its administration of the Trust effected by it during such year year, or during the period from the close part of the last preceding year to the date of such the resignation or removal or resignationis effective, setting forth all investmentsas the case may be, receipts, disbursements and other transactions effected by it, including containing a description of all securities and investments purchased and sold with sold, the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately)sale, and showing all cash, the securities and other property investments held in the Trust at the end of such year or period, and the cost of each item thereof as carried on the books of the date Trustee. Except as provided in Sections 5.3(f), 5.4(j) and 5.5(n), the Trustee shall determine in good faith the fair market value of the Trust Fund no less often than annually, assuming an orderly liquidation at the time of such removal or resignation, determination if no market value is readily available. If there is a disagreement between the Trustee and anyone as the case may be. In the absence of the filing in writing with Trustee by Visteon of exceptions or objections to any such account within 90 daysact or transaction reported in an accounting, Visteon the Trustee shall be deemed have the right to have approved such account; in such case, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such its account as though such account had been settled by the decree of a court of competent jurisdiction. The Trustee shall make such other reports as may conclusively rely on determinations of Visteon of valuations for assets of be agreed upon with the Sponsor. The Trustee shall retain its records relating to the Trust as long as necessary for which Trustee deems there to be no readily determinable fair market value the proper administration thereof and on determinations of the issuing insurance company of valuations at least for insurance contracts/policiesany period required by applicable law.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between Visteon the Committee and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by the Committee, the Committee's representatives or agents. Within 90 one hundred and twenty (120) days following the close of each calendar year quarter and within 45 one hundred and twenty (120) days after the removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Committee a written account of its administration of the Trust during such year quarter or during the period from the close of the last preceding year quarter to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions actions effected by it, including a description of all securities and investments purchased and sold 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 and other property held in the Trust at the end of such year quarter or as of the date of such removal or resignation, as the case may be. In The written approval of any accounting by the absence of the filing in writing with Trustee by Visteon of exceptions or objections to any such account within 90 days, Visteon Committee shall be deemed to have approved such account; in such case, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect final as to all matters and things set forth transactions stated or shown therein and binding upon the Committee and all persons who then shall be or then after shall become interested in such account as though such account had been settled by the decree of a court of competent jurisdictionthis Trust. Trustee may conclusively rely on determinations of Visteon of valuations for assets Failure of the Trust for which Trustee deems there Committee to notify the trustee within 180 days after receipt of any accounting of its disapproval of such accounting shall be no readily determinable fair market value and on determinations the equivalent of the issuing insurance company of valuations for insurance contracts/policieswritten approval.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between Visteon the Committee and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by the Committee, the Corporation, and, after a Change of Control and with respect to his separate account(s) only, by a Participant or his Beneficiary. Within 90 sixty (60) days following the close of each calendar year fiscal quarter of the Corporation and within 45 sixty (60) days after the resignation or removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Committee, and after a Change of Control and with respect to his separate account(s) only, to each Participant or his Beneficiary, a written account of its administration of the Trust during such year quarter or during the period from the close of the last preceding year quarter to the date of such removal resignation or resignationremoval, setting forth all investments, receipts, disbursements and other transactions 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 and other property held in the Trust at the end of such year quarter or as of the date of such removal resignation or resignationremoval, as the case may be. In the absence of the filing in writing with the Trustee by Visteon the Committee of exceptions or objections to any such account within 90 60 days, Visteon the Committee, or the Participant or his Beneficiary with respect to his separate account(s) after a Change of Control, shall be deemed to have approved such account; , and in such case, or upon the written approval by Visteon the Committee, or the Participant or his Beneficiary with respect to his separate account(s) after a Change of Control, of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon Company and Trustee. Within 90 60 days following the close of each calendar year and within 45 60 days after the removal or resignation of Trustee, Trustee shall deliver to Visteon Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In The Company may approve the absence account either by written notice of approval delivered to the Trustee or by failure to object in writing to the Trustee within 90 days from the date on which the account was delivered to the Trustee. Upon receipt of written approval of the filing in writing with Trustee by Visteon of exceptions or objections to any such account within 90 days, Visteon shall be deemed to have approved such account; in such case, or upon the expiration of the 90-day period without written approval by Visteon of any such accountobjections, the account shall be approved, and the Trustee shall be released, relieved released and discharged with respect to all matters and things set forth in such the account as though such if the account had been settled and allowed by the a decree of a court of competent jurisdiction. Nothing herein contained, however, shall be deemed to preclude the Trustee may conclusively rely on determinations of Visteon its right to have its account settled by a court of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policiescompetent jurisdiction.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be madedone, including such specific records as shall be agreed upon in writing between Visteon the Committee and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by the Committee, the Corporation, an Employer, and, after a Change of Control and with respect to his separate account(s) only, by a Participant or his Beneficiary. Within 90 sixty (60) days following the close of each calendar year fiscal quarter of the Corporation and within 45 sixty (60) days after the resignation or removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Committee, and after a Change of Control and with respect to his separate account(s) only, to each Participant or his Beneficiary, a written account of its administration of the Trust during such year quarter or during the period from the close of the last preceding year quarter to the date of such removal resignation or resignationremoval, setting forth all investments, receipts, disbursements and other transactions 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 and other property held in the Trust at the end of such year quarter or as of the date of such removal resignation or resignationremoval, as the case may be. In the absence of the filing in writing with the Trustee by Visteon the Committee of exceptions or objections to any such account within 90 60 days, Visteon the Committee, or the Participant or his Beneficiary with respect to his separate account(s) after a Change of Control, shall be deemed to have approved such account; , and in such case, or upon the written approval by Visteon the Committee, or the Participant or his Beneficiary with respect to his separate account(s) after a Change of Control, of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon the Company and the Trustee. Within 90 days following the close of each calendar year and within 45 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In Unless protested by written notice to the absence Trustee within 120 days of receipt thereof by the filing in writing with Trustee by Visteon of exceptions or objections to Company, any such written account within 90 days, Visteon shall be deemed to have accepted and approved such account; in such caseby the Company, or upon and the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account discharged, as though if such account had been settled and allowed by the a judgment or decree of a court of competent jurisdiction, in an action or proceeding in which the Company and all persons having a beneficial interest in the Trust were parties. Nothing contained in this Agreement shall deprive the Trustee may conclusively rely on determinations of Visteon of valuations for assets or the Company of the Trust right to have a judicial settlement of its accounts. In any proceeding for which Trustee deems there to be no readily determinable fair market value and on determinations a judicial settlement of the issuing insurance company of valuations Trustee's accounts, or for insurance contracts/policiesinstructions in connection with the Trust, the only necessary party thereto in addition to the Trustee shall be the Company. If the Trustee or the Company so elects, it may bring in as a defendant party or parties any other person or persons.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon Company and Trustee, which records may be audited annually (or at such other times as agreed by the Company and the Trustee) by the Company or anyone named by the Company. Within 90 thirty (30) days following the close of each calendar year and within 45 thirty (30) days after the removal or resignation of Trustee, Trustee shall deliver to Visteon Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In the absence of the filing in writing with the Trustee by Visteon the Company of exceptions or objections to any such account within 90 ninety (90) days, Visteon the Company shall be deemed to have approved such account; in such case, or upon the written approval by Visteon the Company of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.competent

Accounting by Trustee. (a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records for each sub-trust as shall be agreed upon in writing between Visteon the Company and the Trustee, and such other Participant records as are contemplated by this Trust Agreement, including the maintenance of the separate accounts of each Participant under this Trust Agreement after a Change in Control. Within 90 days following the close of each calendar year and within 45 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In If, within ninety (90) days after the absence Trustee mails to the Company a statement with respect to the Trust, the Company has not given the Trustee written notice of any exception or objection thereto, the filing in writing with Trustee by Visteon of exceptions or objections to any such account within 90 days, Visteon statement shall be deemed to have approved such account; been approved, and in such case, or upon the written approval by Visteon of any such account, Trustee shall not be released, relieved and discharged with respect to all liable for any matters and things set forth in such account statements. In addition, as though such account had been settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which end of each calendar month, within ten (10) business days after each such month end, the Trustee deems there shall deliver to be no readily determinable fair market the Company a written account setting forth the value and on determinations of the issuing insurance company of valuations for insurance contracts/policiesTrust’s assets, together with such other information as shall be agreed upon between the Company and the Trustee.

Accounting by Trustee. (a) Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon the Company and Trustee, provided that, prior to a Change in Control, the Trustee may rely without further investigation on all reports of Investment Managers in the preparation of Trustee’s records required hereby. Within 90 ninety (90) days following the close of each calendar year and within 45 sixty (60) days after the removal or resignation of Trustee, Trustee shall deliver to Visteon the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In Unless the absence of the filing Company objects in writing with Trustee by Visteon of exceptions or objections to any such item in the account within 90 daysninety (90) days following its receipt thereof, Visteon such account, or so much thereof as to which no objections have been made, shall be deemed to have approved such account; by the Company. After a Change in such caseControl, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by also provide copies of the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets reports regarding the operation of the Trust for which Trustee deems there required by this section to be no readily determinable fair market value the CIC GPAC and on determinations of if requested to do so by the issuing insurance company of valuations for insurance contracts/policiesCIC GPAC, to the Participants.

Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Visteon the Company and the Trustee. Within 90 days following the close of each calendar year and within 45 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to Visteon the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions 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 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. In Upon the absence expiration of thirty (30) days from the date of filing any such account or upon the earlier specific approval thereof by the Company, the Trustee shall be forever released and discharged from all liability and accountability to the Employer with respect to the propriety of its acts and transactions shown in writing such account, except with Trustee by Visteon of exceptions or objections respect to any such account acts or transactions as to which the Company shall, within 90 dayssuch thirty (30) day period, Visteon file written objections with the Trustee. Nothing herein contained, however, shall be deemed to preclude the Trustee of its right to have approved such account; in such case, or upon the written approval by Visteon of any such account, Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such its account as though such account had been judicially settled by the decree of a court of competent jurisdiction. Trustee may conclusively rely on determinations of Visteon of valuations for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies.