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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