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9.1 Filing of Certificates and Endorsements. Prior to the commencement of any <br />work pursuant to this Agreement, Licensee shall file with the Licensor the required certificate(s) <br />of insurance with blanket additional insured endorsements, which shall state the following: <br />(a) the policy number; name of insurance company; name and address <br />of the agent or authorized representative; name and address of insured; project name; policy <br />expiration date; and specific coverage amounts; <br />(b) that Licensee's Commercial General Liability insurance policy is <br />primary as respects any other valid or collectible insurance that the Licensor may possess, <br />including any self -insured retentions the Licensor may have; and any other insurance the Licensor <br />does possess shall be considered excess insurance only and shall not be required to contribute with <br />this insurance; and <br />(c) that Licensee's Commercial General Liability insurance policy <br />waives any right of recovery the insurance company may have against the Licensor. <br />The certificate(s) of insurance with endorsements and notices shall be mailed to the <br />Licensor at the address specified in Section 10 below. <br />9.2 Workers' Compensation Insurance. Licensee shall obtain and maintain at all <br />times during the term of this Agreement statutory workers' compensation and employer's liability <br />insurance in an amount not less than the amount required by statute and shall furnish the Licensor <br />with a certificate showing proof of such coverage. <br />9.3 Insurer Criteria. Any insurance provider of Licensee shall be eligible to do <br />business in the State of California and shall carry a minimum rating assigned by A.M. Best & <br />Company's Key Rating Guide of "A-" Overall and a Financial Size Category of "VII." <br />9.4 Severability of Interest. "Severability of interest" or "separation of insureds" <br />clauses shall be made a part of the Commercial General Liability and Commercial Automobile <br />Liability policies. <br />9.5 Self -Insurance. Notwithstanding the foregoing, Licensee shall have the right to <br />self -insure the coverages required in Section 9. In the event Licensee elects to self -insure its <br />obligation to include Licensor as an additional insured, the following provisions shall apply (in <br />addition to those set forth in this Agreement): (i) Licensee or its parent company shall have and <br />continuously maintain a tangible net worth of at least one hundred million dollars <br />($100,000,000.00); (ii) Licensee continuously maintains appropriate loss reserves for the amount <br />of its self-insurance obligations under this Section 9, which reserves are annually approved by <br />Ernst & Young, or any successor auditing company; (iii) Licensee shall undertake the defense of <br />any self -insured claim for which a defense and/or coverage would have been available from the <br />insurance company, including a defense of Licensor, at Licensee's sole cost and expense, with <br />counsel selected by Licensee and reasonably acceptable to Licensor; (iv) Licensee shall use its <br />own funds to pay any claim or replace property or otherwise provide the funding which would <br />have been available from insurance proceeds but for Licensee's election to self -insure; (v) <br />Licensee shall pay any and all amounts due in lieu of insurance proceeds which would have been <br />payable if Licensee had carried the insurance policies, which amounts shall be treated as insurance <br />Page 17 of 23 <br />