Rameau A. and Phyllis A. Johnson - Page 9

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                  The purchaser's rights against other entities participating                         
            in the program that are not parties to the contract is expressly                          
            limited:                                                                                  
                  The Administrator does not assume and specifically                                  
                  disclaims any lability to the Purchaser.  The liability                             
                  of the Administrator is to the issuing Dealer only in                               
                  accordance with their separate agreement.  If the                                   
                  dealer fails to pay an authorized covered claim within                              
                  sixty (60) days after proof of loss has been filed or,                              
                  in the event of cancellation, the dealer fails to                                   
                  refund the unearned portion of the consideration paid,                              
                  the purchaser is entitled to make a claim directly                                  
                  against the Travelers Indemnity Company * * * through                               
                  its managing agent.                                                                 
                  Each Dealership also entered into an Administrator                                  
            Agreement.  The other parties to the agreement were MBP or API,                           
            the Travelers Indemnity Co. (Travelers), and Travelers' managing                          
            agent during the years at issue, Brokerage Professionals, Inc.                            
            (BPI), referred to in the agreement as Administrator, Insurer,                            
            and Managing Agent, respectively.  The Administrator Agreement                            
            provides for the establishment of "one or more trust funds or                             
            custodial accounts with financial institutions and/or money                               
            market funds in the name of the Administrator and Managing Agent                          
            as Escrow Trustees (the `Escrow Account(s)’)."  Under the program                         
            administered by API, a separate account was established in the                            
            name of the Trustees for each Dealership at a bank called the                             
            Massachusetts Co.  Under the program administered by MBP, the                             
            Trustees, in the exercise of their discretion, maintained all                             
            reserves deposited by the Dealerships in a single account at the                          





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Last modified: May 25, 2011