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7.2 Binding Am'eements. This Agreement, including any Exhibits attached, constitutes the entire contract between DBI and Employer and no modification or amendment shall be valid unless agreed to in writing by both parties. If there is an inconsistency between the terms of this Agreement and the terms of any prior agreement between the parties, the terms of this Agreement will control, unless otherwise provided in such other agreement. 7.3 Final Authority. Employer has total control and discretionary authority over the Plan and the manner in which it is operated. Any amomts deposited by the Employer with DBI under any Plan remain the assets of the Employer. DBI, and its representatives are only an agent of the Employer for processing of q salifying expense requests, as provided under this Agreement. 7.4 Plan Fiduciary. Employer agrees that DBI is not the plan administrator, the Named Fiduciary and is not a plan fiduciary under the Plan~s), as such terms are described under ERISA. Likewise, DBI shall have no power or au&ority to waive, alter, breach or modify any terms and conditions of the Plan(s). DBI agrees that it will perform services on the Plan(s) behalf, as set forth in this Agreement and any attachments or other exhibits. However, DBI will not undertake any duties or responsibili :les, regardless of whether they are set forth in the Plan, if such actions are in violation of .any applicable laws or regulations ~ 7.5 Successor. In the event of DBI's resignation or inability to serve, the Employer may appoint a successor. Any successor, upon appointment and acceptance, shall succeed to and be invested with all powers conferred on DBI. In such situations, the replacement of DBI shall be considered a termination of this Agreement and the Termination provisions of Article VI shall remain effective a~d controlling. 7.6 Tax Obligations. If any tax is assessed against the Plan, and DBI is required to pay that tax, DBI shall report the payment to the Employer and the Employer shall reimburse DBI for the amount of the tax. The Employer is at all times responsible for the tax consequences in the establishment and operation of the P_an. 7.7 Indemnification. Each party agrees to indemnify and hold harmless the other party for actions, causes of action, suits, claims, judgments, settlements, liabilities, damages, penalties, losses, expenses, including without limitation, extra-contractual damages, court costs, attorney's fees, punitive and exempl~ry damages resulting fi.om or arising out of any function under this Agreement, if the liabiAty was the direct consequence of the action of the indemnif34ng party. 7.8 Authority. No person dealing with DBI ir~ relation to the Plan will be obliged to determine DBI's authority to act pursuant to the Agreement. Administrative Services Agremment - October 2003 13 10.30.03