Common use of Insurance and Risk of Loss Clause in Contracts

Insurance and Risk of Loss. Borrower will at all times bear all risk of loss of, damage to or destruction of the Collateral. Borrower agrees to immediately procure and maintain insurance on the Collateral for the full insurable value thereof and for the life of this Agreement, containing the same or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapital) plus such other insurance as CitiCapital may specify from time to time, all in form and amount and with such insurers satisfactory to CitiCapital. Borrower agrees to deliver promptly to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each with a standard long-form loss-payable endorsement naming CitiCapital or its assigns as loss payee and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapital, and containing the insurer's agreement to give 30 days prior written notice to CitiCapital before any cancellation of or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction of Borrower or insurer. CitiCapital's acceptance of policies in lesser amounts or risks will not be a waiver of Borrower's obligation to procure insurance complying with the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds of any physical damage or credit insurance that is maintained by Borrower in accordance herewith, including returned and unearned premiums, up to the amount owing hereunder by Borrower. Borrower directs all insurers to pay such proceeds solely to the order of CitiCapital for application to Borrower's indebtedness to CitiCapital in a manner determined by CitiCapital in its sole discretion.

Insurance and Risk of Loss. Borrower All risk of loss, damage or destruction of the Equipment will at all times bear all risk of loss of, damage to or destruction of the Collateralbe on Borrower. Borrower agrees to immediately procure and maintain maintain, at Borrower’s expense: (a) property insurance, or other insurance on acceptable to Lender, protecting the Collateral for the full insurable value thereof and for the life of this Agreement, containing the same Equipment from loss or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for damage by fire, extended coverage, vandalism, theft and collision other customary risks for the greater of the Equipment’s replacement coat or the indebtedness with a deductible not to exceed $2,500 per item of Equipment, naming Lender as a loss payee on a “Lender’s Loss Payable” endorsement; and containing only those exclusions (b) liability insurance in an amount not less than $1,000,000 per occurrence (collectively “Required Insurance”). Borrower male provide Lender satisfactory written evidence of Required Insurance within thirty (30) days of the commencement date of this agreement, the cancellation or expiration of such Required Insurance, or of any subsequent written request from coverage which are acceptable Lender. If Borrower does not do so, Lender may obtain insurance from an Insurer of Lender’s choosing in such forms and amounts as Lender deems reasonable to CitiCapital) plus such other protect Lender’s interests (collectively, “Lender’s Insurance”). Lender’s insurance will cover the Equipment and the Lender; it will not name Borrower as CitiCapital an insured and may specify from time to time, not cover all of the Borrower’s interest in form and amount and with such insurers satisfactory to CitiCapitalthe Equipment. Borrower agrees to deliver promptly pay Lender periodic charges for Lender’s Insurance (collectively, “Insurance Charges”) that include: a premium that may be higher than if the Borrower maintained the Required Insurance separately; a finance charge of up to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each with a standard long-form loss-payable endorsement naming CitiCapital 1.5% per month on any advances made by Lender or its assigns as loss payee Lender’s agents; and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapitalcommissions, and containing billing and processing fees; any or all of which may generate a profit to Lender and Lender’s agents. If Borrower falls to provide satisfactory evidence of Required Insurance by the insurer's agreement due date, Lender may pay Insurance Charges by debiting Borrower’s account under any previously authorized automatic payment. Lender shall discontinue billing or debting Insurance Charges upon receipt of satisfactory evidence or Required Insurance. Borrower shall immediately notify Lender of any loss or damage to give 30 days prior written notice Equipment which makes any item of Equipment unfit for continued or repairable use. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact to CitiCapital before execute and endorse all checks or drafts in Borrower’s name to collect under any cancellation of insurance covering Equipment. Lender may apply insurance proceeds to the Obligations or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction any other obligation of Borrower or insurer. CitiCapital's acceptance of policies in lesser amounts or risks will not be a waiver of Borrower's obligation to procure insurance complying with the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds of any physical damage or credit insurance that is maintained by Borrower in accordance herewith, including returned and unearned premiums, up to the amount owing hereunder by Borrower. Borrower directs all insurers to pay such proceeds solely to the order of CitiCapital for application to Borrower's indebtedness to CitiCapital in a manner determined by CitiCapital in its sole discretionLender as Lender deems appropriate.

Insurance and Risk of Loss. Borrower All risk of loss, damage or destruction of the Equipment will at all times bear all risk of loss of, damage to or destruction of the Collateralbe on Borrower. Borrower agrees to immediately procure and maintain maintain, at Borrower’s expense: (a) property insurance on or other insurance acceptable to Lender, protecting the Collateral for the full insurable value thereof and for the life of this Agreement, containing the same Equipment from loss or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for damage by fire, extended coverage, vandalism, theft and collision other customary risks for the greater of the Equipment’s replacement cost or the Indebtedness with a deductible not to exceed $2,500 per item of Equipment, naming Lender as a loss payee on a “Leader’s Loss Payable” endorsement, and containing only those exclusions (b) liability insurance in an amount not less than $1,000,000 per occurrence (collectively “Requited Insurance). Borrower must provide Lender satisfactory written evidence of Required Insurance within thirty (30) days of the commencement date of this agreement, the cancellation or expiration of such Required Insurance, or of any subsequent written request from coverage which are acceptable Lender. If Borrower does not do so, Lender may obtain insurance from an insurer of Lender’s choosing in such forms and amounts as Lender deems reasonable to CitiCapital) plus such other insurance protect Lender’s interests (collectively, “Lender’s Insurance”). Lender’s Insurance will cover the Equipment and the Lender; it will not name Borrower as CitiCapital an insured sad may specify from time to time, not cover all of the Borrower’s interest in form and amount and with such insurers satisfactory to CitiCapitalthe Equipment. Borrower agrees to deliver promptly pay Lender periodic charges for Lender’s Insurance (collectively, “Insurance Charges”) that include: a premium that may be higher than if the Borrower maintained the Required Insurance separately; a finance charge of up to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each with a standard long-form loss-payable endorsement naming CitiCapital 1.5% per month on any advances made by Lender or its assigns as loss payee Lender’s agents; and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapitalcommissions, and containing billing and processing fees; any or all of which may generate a profit to Lender and Lender’s agents. If Borrower fads to provide satisfactory evidence of Required Insurance by the insurer's agreement due date, Lender may pay Insurance Charges by debiting Borrower’s account under any previously authorized automatic payment. Lender shall discontinue billing or debiting Insurance Charges upon receipt of satisfactory evidence of Required Insurance. Borrower shrill immediately notify Lender of any loss or damage to give 30 days prior written notice Equipment which makes any item of Equipment unfit for continued or repairable use. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact to CitiCapital before execute and endorse all checks or drafts in Borrower’s mime to collect under any cancellation of insurance covering Equipment. Lender may apply insurance proceeds to the Obligations or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction any other obligation of Borrower or insurer. CitiCapital's acceptance of policies in lesser amounts or risks will not be a waiver of Borrower's obligation to procure insurance complying with the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds of any physical damage or credit insurance that is maintained by Borrower in accordance herewith, including returned and unearned premiums, up to the amount owing hereunder by Borrower. Borrower directs all insurers to pay such proceeds solely to the order of CitiCapital for application to Borrower's indebtedness to CitiCapital in a manner determined by CitiCapital in its sole discretion.Lender as Lender deems appropriate-

Insurance and Risk of Loss. Borrower will Debtor shall at all times bear all risk of loss of, damage to or destruction of the CollateralEquipment. Borrower Debtor agrees to immediately procure and maintain insurance on the Collateral Equipment, for the full insurable value thereof and for the life of this Agreement, containing the same or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral Equipment for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapitalSecured Party) plus such other insurance as CitiCapital Secured Party may specify from time to time, all in form and amount and with such insurers satisfactory to CitiCapitalSecured Party. Borrower Debtor agrees to deliver promptly to CitiCapital Secured Party certificates or, if requested, policies of insurance satisfactory to CitiCapitalSecured Party, each with a standard long-form loss-payable endorsement naming CitiCapital Secured Party or its assigns as loss loss-payee and providing that CitiCapitalSecured Party's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapitalSecured Party, and containing the insurer's agreement to give 30 days prior written notice to CitiCapital Secured Party before any cancellation of or material change in the policy(s) will be effective as to CitiCapitalSecured Party, whether such cancellation or change is at the direction of Borrower Debtor or insurer. CitiCapitalSecured Party's acceptance of policies in lesser amounts or risks will not be a waiver of BorrowerDebtor's obligation to procure insurance complying with the provisions hereof promptly after notice from CitiCapitalSecured Party. Borrower Debtor assigns to CitiCapital Secured Party all proceeds of any physical damage or credit insurance that for which a charge is stated in this Agreement or which is maintained by Borrower Debtor in accordance herewith, including returned and unearned premiums, up to the amount owing hereunder by BorrowerDebtor. Borrower Secured Party will not have the right to cancel any such insurance without Debtor's consent prior to the occurrence of an event of default and the repossession, loss or destruction of the Equipment. Debtor directs all insurers to pay such proceeds solely to the order of CitiCapital Secured Party for application to BorrowerDebtor's indebtedness to CitiCapital Secured Party. Secured Party may, at its option, apply any such proceeds received by Secured Party to the final maturing installments due hereunder in a manner determined by CitiCapital in its sole discretionthe inverse order of their maturity.

Insurance and Risk of Loss. Borrower will at all times bear all All risk of loss ofloss, damage to or destruction of the CollateralEligible Inventory and Eligible Equipment shall at all times be on the Company. Borrower agrees to immediately The Company will procure forthwith and maintain at the Company's expense insurance on against all risks of loss or physical damage to the Collateral Eligible Equipment for the full insurable value thereof and for the life like of this Agreement, containing the same or similar provisions as the Agreement plus breach of warranty insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapital) plus such other insurance thereon in amounts and against such risks as CitiCapital CIT may specify from time specify, and shall promptly deliver each policy to time, all in form and amount and with such insurers satisfactory to CitiCapital. Borrower agrees to deliver promptly to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each CIT with a standard long-form loss-mortgagee endorsement attached thereto showing loss payable endorsement naming CitiCapital or its assigns as loss payee to CIT; and providing that CitiCapital's rights under such policy will CIT with not be invalidated by any act, omission or neglect of anyone other less than CitiCapital, and containing the insurer's agreement to give 30 days prior written notice of cancellation; each policy shall be in form, terms and amount and with insurance carriers satisfactory to CitiCapital before any cancellation of or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction of Borrower or insurer. CitiCapitalCIT; CIT's acceptance of policies in lesser amounts or risks will shall not be a waiver of Borrowerthe Company's obligation foregoing obligations. As to procure insurance complying with CIT's interest in such policy, no act or omission of the provisions hereof promptly after notice from CitiCapitalCompany or any of its officers, agents, employees or representatives shall affect the obligations of the insurer to pay the full amount of any loss. Borrower The Company hereby assigns to CitiCapital all proceeds CIT any monies which may become payable under any such policy of insurance and irrevocably constitutes and appoints CIT as the Company's attorney in fact (a) to hold each original insurance policy, (b) to make, settle and adjust claims under each policy of insurance, (c) to make claims for any physical damage or credit monies which may become payable under such and other insurance that is maintained by Borrower in accordance herewith, on the Eligible Equipment including returned and or unearned premiums, up and (d) to endorse the Company's name on any check draft or other instrument received in payment of claims or returned or unearned premiums under each policy and to apply the funds to the amount owing hereunder by Borrowerpayment of the indebtedness owning to CIT; provided, however, CIT is under no obligation to do any of the foregoing. Borrower directs all insurers Should the Company fail to furnish such insurance policy to CIT, or to maintain such policy in full force, or to pay such proceeds solely any premium in whole or in part relating thereto, then CIT, without waiving or raising any default or obligation by the Company, may (but shall be under no obligation to) obtain and maintain insurance and pay the premium therefor on behalf of the Company and charge the premium to the order of CitiCapital for application to BorrowerCompany's indebtedness under this Agreement. The full amount of any such premium paid by CIT shall be payable by the Company upon demand, and failure to CitiCapital in a manner determined by CitiCapital in its sole discretionpay same shall constitute an event of default under this Agreement.

Insurance and Risk of Loss. Borrower will at all times bear all LIABILITY INSURANCE COVERAGE FOR BODILY AND PROPERTY DAMAGE CAUSED TO OTHERS IS NOT INCLUDED HEREIN. All risk of loss of, damage to or destruction of the Collateralproperty shall at all times be on Buyer. Borrower agrees to immediately Buyer will procure forthwith and maintain fire and theft insurance with extended or combined additional coverage on the Collateral property for the full insurable value thereof and for the life of this Agreement, containing the same or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapital) contract plus such other insurance as CitiCapital Seller may specify from time specify, and promptly deliver each policy to time, all in form and amount and with such insurers satisfactory to CitiCapital. Borrower agrees to deliver promptly to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each Seller with a standard long-long form loss-endorsement attached showing loss payable endorsement naming CitiCapital to Seller or its assigns as loss payee and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapital, and containing the insurer's agreement to give 30 days prior written notice to CitiCapital before any cancellation of or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction of Borrower or insurerrespective interests may appear. CitiCapitalSeller's acceptance of policies in lesser amounts or of risks will shall not be a waiver of BorrowerBuyer's obligation to procure foregoing obligation. In the event that the property damage insurance complying with required hereby shall be issued through the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds Agency as provided in the Insurance Coverage section on the second page of this Contract (such insurance obtained through the Agency, the "Insurance") and any physical damage or credit insurance that is maintained by Borrower portion of the cash down payment and trade-in accordance herewith, including returned and unearned premiums, up equipment allowance set forth in the Trade-In Equipment Description section of the first page of this Contract shall be allocated to the amount owing hereunder payment of the premium for the insurance indicated in section 5c of the first page of this Contract. Seller agrees that the portion of the Cash and Trade-in allowance to be allocated to the payment of the premium on the Insurance shall constitute monies to be paid by Borrower. Borrower directs all insurers Seller on behalf of Buyer to pay such proceeds solely premium. Buyer directs that such portion of such cash down payment and allowance be used by Seller to promptly pay on behalf of Buyer the premium on the Insurance. Buyer acknowledges that (i) Buyer has the option of furnishing the insurance required by this Section 8 through an agent or insurer of Buyer's choice and (ii) Seller merely informed Buyer of an insurance agent which dealt with insurance of the type required by this Contract and aided Buyer in completing the application form for the insurance. Buyer agrees that Seller may from time to time communicate directly with the Agency and the insurer with respect to the Insurance. As additional security for the payment of the indebtedness owing by Buyer under this Contract, Buyer hereby grants to Seller a first priority security interest in the Insurance and all rights of Buyer with respect to the insurance (including, without limitation, the right to cancel the insurance and all rights to Buyer relating to unearned premiums and dividends which may be payable on or in respect of the Insurance). Buyer represents, warrants and agrees that it has not heretofore assigned or transferred and will not assign or transfer any or all of its interest in the Insurance, except in favor of Seller. In addition to any and all other rights and remedies available to Seller under this Contract, applicable law or otherwise, upon and after the occurrence of an event of default under this Contract, Buyer agrees that Seller may cancel the Insurance and receive on behalf of Buyer the unearned insurance premium and dividends thereon. Such unearned insurance premium and dividends shall be applied by Seller to the payment of the amounts owing by Buyer to Seller under this Contract (and Buyer so directs that Seller make such application). Buyer hereby constitutes and appoints Seller as Buyer's attorney-in-fact with full authority upon and after the occurrence of an event of default under this Contract to cancel the Insurance, to receive (and give receipt for) monies payable with respect to the Insurance as a result of such cancellation and to endorse Buyer's name on any check, draft, or other form of payment for all monies that may become due from the Insurer with respect to any such cancellation. The foregoing power of attorney, being coupled with an interest, is irrevocable until all obligations of Buyer under this Contract have been paid in full. Buyer hereby releases Seller of any liabilities, claims, demands, obligations, costs and expenses now or hereafter incurred by Buyer in any way relating to the Insurance, except for the failure of Seller to make the payment on the insurance premium with respect to the Insurance as provided above and except for the gross negligence or willful misconduct of Seller. Seller assumes no liability as an insurer. Buyer acknowledges and agrees that the insurer and the Agency may conclusively rely on the agreements made by the Buyer in this Contract (including, without limitation, the direction of Buyer for Seller to pay on behalf of Buyer all or a portion of the insurance premium on the Insurance, the right of Seller to communicate from time to time directly with the Agency and insurer and the power of attorney herein provided in favor of Seller in order to cancel the Insurance) and shall have no liability to Buyer for relying on this Contract (including, without limitation, with respect to such power of CitiCapital for application attorney). Buyer acknowledges that neither the insurer nor the Agency shall be required to Borrower's indebtedness determine whether an event of default exists under this Contract in order to CitiCapital in a manner determined honor such power of attorney and the insurer and the Agency may conclusively rely on any statement given by CitiCapital in its sole discretionSeller with respect to any such cancellation.

Insurance and Risk of Loss. Borrower will at all times bear all Liability insurance coverage for bodily and property damage caused to others is NOT included herein. All risk of loss of, damage to or destruction of the Collateralproperty shall at all times be on Buyer. Borrower agrees to immediately Buyer will procure forthwith and maintain fire and theft insurance with extended or combined additional coverage on the Collateral property for the full insurable value thereof and for the life of this Agreement, containing the same or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapital) contract plus such other insurance as CitiCapital Seller may specify from time specify, and promptly deliver each policy to time, all in form and amount and with such insurers satisfactory to CitiCapital. Borrower agrees to deliver promptly to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each Seller with a standard long-long form loss-endorsement attached showing loss payable endorsement naming CitiCapital to Seller or its assigns as loss payee and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapital, and containing the insurer's agreement to give 30 days prior written notice to CitiCapital before any cancellation of or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction of Borrower or insurerrespective interests may appear. CitiCapitalSeller's acceptance of policies in lesser amounts or of risks will shall not be a waiver of BorrowerBuyer's obligation to procure foregoing obligation. In the event that the property damage insurance complying with required hereby shall be issued through the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds Agency as provided in the Insurance Coverage section on the second page of this Contract (such insurance obtained through the Agency, the "Insurance") and any physical damage or credit insurance that is maintained by Borrower portion of the cash down payment and trade-in accordance herewith, including returned and unearned premiums, up equipment allowance set forth in the Trade-In Equipment Description section of the second page of this Contract shall be allocated to the amount owing hereunder payment of the premium for the Insurance indicated in section Sc of the first page of this Contract. Seller agrees that the portion of the Cash and Trade­ In allowance to be allocated to the payment of the premium on the Insurance shall constitute monies to be paid by Borrower. Borrower directs all insurers Seller on behalf of Buyer to pay such proceeds solely premium. Buyer directs that such portion of such cash down payment and allowance be used by Seller to promptly pay on behalf of Buyer the premium on the Insurance. Buyer acknowledges that (i) Buyer has the option of furnishing the insurance required by this Section 8 through an agent or insurer of Buyer's choice and (ii) Seller merely informed Buyer of an insurance agent which dealt with insurance of the type required by this Contract and aided Buyer in completing the application form for the Insurance. Buyer agrees that Seller may from time to time communicate directly with the Agency and the insurer with respect to the Insurance. As additional security for the payment of the indebtedness owing by Buyer under this Contract, Buyer hereby grants to Seller a first priority security interest in the Insurance and all rights of Buyer with respect to the Insurance (including, without limitation, the right to cancel the Insurance and all rights to Buyer relating to unearned premiums and dividends which may be payable on or in respect of the Insurance). Buyer represents, warrants and agrees that it has not heretofore assigned or transferred and will not assign or transfer any or all of its interest in the Insurance, except in favor of Seller. In addition to any and all other rights and remedies available to Seller under this Contract, applicable law or otherwise, upon and after the occurrence of an event of default under this Contract, Buyer agrees that Seller may cancel the Insurance and receive on behalf of Buyer the unearned insurance premium and dividends thereon. Such unearned insurance premium and dividends shall be applied by Seller to the payment of the amounts owing by Buyer to Seller under this Contract (and Buyer so directs that Seller make such application). Buyer hereby constitutes and appoints Seller as Buyer's attorney-in-fact with full authority upon and after the occurrence of an event of default under this Contract to cancel the Insurance, to receive (and give receipt for) monies payable with respect to the Insurance as a result of such cancellation and to endorse Buyer's name on any check, draft, or other form of payment for all monies that may become due from the Insurer with respect to any such cancellation. The foregoing power of attorney, being coupled with an interest, is irrevocable until all obligations of Buyer under this Contract have been paid in full. Buyer hereby releases Seller of any liabint'les, claims, demands, obrtgations, costs and expenses now or hereafter incurred by Buyer in any way relating to the Insurance, except for the failure of Seller to make the payment on the insurance premium with respect to the Insurance as provided above and except for the gross negligence or willful misconduct of Seller. Seller assumes no liability as an insurer. Buyer acknowledges and agrees that the insurer and the Agency may conclusively rely on the agreements made by the Buyer in this Contract (including, without limitation, the direction of Buyer for Seller to pay on behalf of Buyer all or a portion of the insurance premium on the Insurance, the right of Seller to communicate from time to time directly with the Agency and insurer and the power of attorney herein provided in favor of Seller in order to cancel the Insurance) and shall have no liability to Buyer for relying on this Contract (including, without limitation, with respect to such power of CitiCapital for application attorney). Buyer acknowledges that neither the insurer nor the Agency shall be required to Borrower's indebtedness determine whether an event of default exists under this Contract in order to CitiCapital in a manner determined honor such power of attorney and the insurer and the Agency may conclusively rely on any statement given by CitiCapital in its sole discretionSeller with respect to any such cancellation.