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5.4 Records <br />(a) The Trustee shall maintain accurate records and detailed accounts of all <br />investments, receipts, disbursements and other transactions hereunder at the Trust <br />level. Such records shall be available at all reasonable times for inspection by the <br />Trust Administrator. The Trustee shall, at the direction of the Trust <br />Administrator, submit such valuations, reports or other information as the Trust <br />Administrator may reasonably require. <br />(b) The Assets of the Trust shall be valued at their fair market value on the <br />date of valuation, as determined by the Trustee based upon such sources of <br />information as it may deem reliable; provided, however, that the Plan <br />Administrator shall instruct the Trustee as to valuation of assets which are not <br />readily determinable on an established market. The Trustee may rely <br />conclusively on such valuations provided by the Plan Administrator and shall be <br />indemnified and held harmless by the Employer with respect to such reliance. If <br />the Plan Administrator fails to provide such values, the Trustee may take <br />whatever action it deems reasonable, including employment of attorneys, <br />appraisers or other professionals, the expense of which will be an expense of <br />administration of the Trust. Transactions in the account involving such hard to <br />value assets may be postponed until appropriate valuations have been received <br />and Trustee shall have no liability therefore. <br />5.5 Statements <br />(a) Periodically as specified, and within sixty days after December 3l, or the <br />end of the Trust's fiscal year if different, Trustee shall render to the Trust <br />Administrator as directed, a written account showing in reasonable summary the <br />investments, receipts, disbursements and other transactions engaged in by the <br />Trustee during the preceding fiscal year or period with respect to the Trust. Such <br />account shall set forth the assets and liabilities of the Trust valued as of the end of <br />the accounting period. <br />(b) The Trust Administrator may approve such statements either by written <br />notice or by failure to express objections to such statements by written notice <br />delivered to the Trustee within 90 days from the date the statement is delivered to <br />the Trust Administrator. Upon approval, the Trustee shall be released and <br />discharged as to all matters and items set forth in such statement as if such <br />account had been settled and allowed by a decree from a court of competent <br />jurisdiction. <br />5.6 Wire Transfers <br />The Trustee shall follow the Plan Administrator's, Delegatee's, or Trust <br />Administrator's wire transfer instructions in compliance with the written security <br />procedures provided by the party providing the wire transfers. The Trustee shall <br />perform a telephonic verification to the Plan Administrator, Trust Administrator, <br />15 <br />N B 1:657192.8 <br />