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The Administrator possesses no such discretion over the
payment of claims. Under the trust arrangement, the Escrow
Trustees are obligated to release reserves upon receipt of any
claim meeting specified conditions. As fiduciaries, they are
required by law to administer the PLRF in accordance with its
stated purpose to fund the Dealerships' obligations under the
VSC's. The Administrator's own rights to trust income are
similarly fixed by the terms of the trust. The Administrator has
no power to withhold consent to a payment from the PLRF for a
Dealership's benefit in order to appropriate those funds for its
own benefit. The authorization requirement must therefore be
intended only to ensure orderly administration of the trust. To
the extent that the Administrator Agreement does confer
discretionary authority upon the Administrator, it is not
authority to determine the use of trust assets but an authority
limited to procedural matters incidental to the use of trust
assets to satisfy the Dealerships' obligations.
In spite of having an interest adverse to the use of trust
income for the Dealerships' benefit, the Administrator is not an
adverse party. Cf. In re Sonner, 53 Bankr. 859, 61 AFTR 2d 88-
755, 85-2 USTC par. 9810 (Bankr. E.D. Va. 1985). Accordingly,
pursuant to sections 671 and 677(a), the Dealerships are each
treated as owning an allocable portion of the PLRF and must
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