PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (2)

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of the Plan. The Employer agrees in writing with the Trustee to indemnify the Trust Fund for any taxes or other penalties which may be assessed against it as a result of such termination or agrees to provide a bond to secure payment of any such taxes or penalties. Section 13: Miscellaneous Provisions. (a) This Trust Agreement and the Trust hereby created shall be governed, construed, administered and regulated in all respects under the law of the United States and the State of California. (b) The titles of the Sections in this Trust Agreement are for convenience of reference only and in case of any conflict, the text of this instrument, rather than such titles, shall control. (c) In case any provisions of this Trust Agreement shall be held illegal or invalid for any reason, their illegality or invalidity shall not affect the remaining parts of this Trust Agreement, and this Trust Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a part of the Trust Agreement. (d) This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument and may be sufficiently evidenced by any one counterpart. (e) This Trust Agreement shall be binding upon the respective successors and assigns of the Employer and the Trustee. (f) Neither the gender nor the number (singular or plural) of any word shall be construed to exclude another gender or number when a different gender or number would be appropriate. (g) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this Trust Agreement shall prevail. Provisions in other documents, including but not limited to plan documents, group annuity contracts, and/or service agreements, that might otherwise reflect the powers, duties, and responsibilities of the Trustee, shall in no way supersede or replace any of the provisions contained in this Trust Agreement. This Trust Agreement shall constitute the entire agreement between the Employer/Plan Administrator and the Trustee. (h) Communications to the Trustee shall be sent to the Trustee's principal offices or such address as the Trustee may specify in writing. No communication shall be binding upon the Trustee until it is received by the Trustee or its delegate. Communications to the Employer shall be sent to the Employer's principal offices or such address as the Employer may specify in writing. (i) Insurance. Prudential Retirement Insurance and Annuity Company ("PRIAC") shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain commercially reasonable insurance coverage, including the insurance policies listed below. • Worker's Compensation and Employer's Liability insurance, with statutory limits for workers' compensation and Employer's Liability limits of $1,000,000 per accident. • Commercial General Liability insurance, insuring against claims for bodily injury, property damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. • Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used in the performance of this Agreement with a combined single limit of $1,000,000. • Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000.