Debt Service Coverage The Company will not, and will not permit any Subsidiary to, incur any Debt (including, without limitation, Acquired Debt) other than Intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale or otherwise, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.
Insurance Cover Without prejudice to the provisions contained in Clause 26.1, the Concessionaire shall, during the Operation Period, procure and maintain Insurance Cover including but not limited to the following:
(a) Loss, damage or destruction of the Project Assets, including assets handed over by the Authority to the Concessionaire, at replacement value;
(b) Comprehensive third party liability insurance including injury to or death of personnel of the Authority or others caused by the Project;
(c) The Concessionaire’s general liability arising out of the Concession;
(d) Liability to third parties for goods or property damage;
(e) Workmen’s compensation insurance; and
(f) any other insurance that may be necessary to protect the Concessionaire and its employees, including all Force Majeure Events that are insurable at commercially reasonable premiums and not otherwise covered in items(a) to (e) above.
Maintenance of Insurance Coverage Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.
Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System.
Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.
Insurance Coverage Requirements Without limiting CONTRACTOR’s duty to indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
Insurance Coverages (a) Borrower will maintain such insurance coverages and endorsements in form and substance as Lender may from time to time require of properties of similar types and quality. The insurance will be in an amount equal to 100% of the full replacement cost of the Improvements and Personal Property (without deduction for depreciation) and will include fire, extended coverage, vandalism, malicious mischief, sprinkler leakage, boiler and machinery, terrorism coverage, windstorm, earthquake and flood insurance (if located in an area identified as an earthquake or flood zone), and a minimum of twelve (12) months of rent loss insurance. The insurance will also include commercial general liability coverage in substance and amount satisfactory to Lender naming Lender as an additional insured. Until Lender notifies Borrower of changes in Lender’s requirements, Borrower will maintain not less than the insurance coverages and endorsements Lender required for closing of the Loan.
(b) The insurance, including renewals, required under this Section will be issued on valid and enforceable policies and endorsements satisfactory to Lender (the “Policies”). Each Policy will contain a standard waiver of subrogation and a replacement cost endorsement and will provide that Lender TIAA Authorization ID # AAA-7346; TIAA Inv. ID # 000553801 Polaris Fashion Place Mortgage 15239260v.7 will receive not less than thirty (30) days’ prior written notice of any cancellation, termination or non-renewal of a Policy or any material change other than an increase in coverage and that Lender will be named under a standard mortgagee endorsement on the property insurance as mortgagee and loss payee.
(c) The insurance companies issuing the Policies (the “Insurers”) must be authorized to do business in the State or Commonwealth where the Property is located, must have been in business for at least 5 years, must carry an A.M. Best Company, Inc. policy holder rating of A- or better and an A.M. Best Company, Inc. financial category rating of Class X or better and must be otherwise satisfactory to Lender. Lender may select an alternative credit rating agency and may impose different credit rating standards for the Insurers. Notwithstanding Lender’s right to approve the Insurers and to establish credit rating standards for the Insurers, Lender will not be responsible for the solvency of any Insurer.
(d) Notwithstanding Lender’s rights under this Article, Lender will not be liable for any loss, damage or injury resulting from the inadequacy or lack of any insurance coverage.
(e) Borrower will comply with the provisions of the Policies and with the requirements, notices and demands imposed by the Insurers and applicable to Borrower or the Property.
(f) Borrower will pay the insurance premiums for each Policy and provide Lender with evidence of such payment within fifteen (15) days of the expiration date of the Policy being replaced or renewed and Borrower will deliver to Lender a certified copy of each Policy marked “Paid” not less than fifteen (15) days prior to the expiration date of the Policy being replaced or renewed. In the event Borrower is unable to deliver a certified copy 15 days prior to the expiration date, Borrower will provide evidence of the renewed coverage by delivering to Lender an Xxxxx 27 (2004/04 or 1993/03) or Xxxxx 28 (2003/10) or the current industry equivalent until a certified copy is available and delivered to Lender.
(g) Borrower will not carry separate insurance concurrent in kind or form or contributing in the event of loss with any other insurance carried by Borrower.
(h) If Borrower elects to carry any of the insurance required under this Section on a blanket or umbrella policy, Borrower will deliver to Lender a certified copy of the blanket policy (which may be effectuated by a letter, signed by Borrower, certifying that an attached copy of the blanket policy is true, correct and complete) and an accord evidencing the existence of such policy, which policy will provide the same coverage and protection as would a separate policy insuring only the Property.
(i) Borrower will give the Insurers and Lender prompt notice of any change in ownership or occupancy of the Property that may result in a change in the insurance requirements for the Property. This subsection does not abrogate the prohibitions on transfers set forth in this Mortgage.
Evidence of Insurance Cover All insurances obtained by the Concessionaire in accordance with this Article 32 shall be maintained with insurers on terms consistent with Good Industry Practice. Within 15 (fifteen) days of obtaining any insurance cover, the Concessionaire shall furnish to the Authority, notarised true copies of the certificate(s) of insurance, copies of insurance policies and premia payment receipts in respect of such insurance, and no such insurance shall be cancelled, modified, or allowed to expire or lapse until the expiration of at least 45 (forty five) days after notice of such proposed cancellation, modification or non-renewal has been delivered by the Concessionaire to the Authority.
REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below or on a facultative basis, subject to the requirements set forth in Section B below. The specifications for all reinsurance under this Agreement are provided in Schedule A.
A. Requirements for Automatic Reinsurance For risks which meet the requirements for automatic reinsurance as set forth below, Reinsurer will participate in a reinsurance pool whereby Reinsurer will automatically reinsure a portion of the insurance risks as indicated in Schedule A. The requirements for automatic reinsurance are as follows:
1. Each life must be a resident of the United States or Canada at the time of application.
2. Each life must be underwritten according to the Ceding Company's standard underwriting practices and guidelines. Any life falling into the category of special underwriting programs will be excluded from this Agreement unless previously agreed to by the Reinsurer via a written amendment.
3. Any risk offered on a facultative basis by the Ceding Company to the Reinsurer or any other company will not qualify for automatic reinsurance under this Agreement for the same risk and same life.
4. The maximum issue age on any risk will be age 85.
5. The mortality rating on each risk must not exceed Table 16, Table P, or 500%, or its equivalent, as shown in the Ceding Company's retention schedule, on a flat extra premium basis. However, one life may be uninsurable if the other life meets the preceding requirements.
6. The total face amount of insurance for the Plans of Insurance in Schedule A to be reinsured on an automatic basis must not exceed the Automatic Issue Limits in Exhibit II.
7. The total amount of insurance issued and applied for in all companies on each life must not exceed the jumbo limits as stated in Exhibit II.
8. The Ceding Company shall retain it's maximum limit of retention for the age and risk classification of each life, as shown in Exhibit II, either on previous insurance or insurance currently applied for.
Planned Maintenance (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either
(i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions.
(b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall
(i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.)
(c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request.
(d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).
