For the six (6)-year period commencing on the Effective Date, the Company shall maintain in effect the Company’s and its Subsidiaries’ officers’ and directors’ liability insurance covering actions and omissions occurring on or before the Effective Date with respect to those individuals who are currently (and any additional individuals who prior to the Effective Date become) covered by the Company’s and its Subsidiaries’ officers’ and directors’ liability insurance policies (the “ Covered Persons ”), or shall purchase comparable officers’ and directors’ liability insurance covering such actions and omissions for such six (6)-year period from an insurer or insurers having AM Best financial strength ratings no lower than the Company’s and its Subsidiaries’ current insurer, in each case on terms and scope with respect to such coverage, and in amount, no less favorable in the aggregate to such Covered Persons than those of the policies in effect on the date of this Agreement; provided , that in no event shall the Company be required to expend for such policies an aggregate annual premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year for such purposes; provided , further , that if the cost of such insurance coverage exceeds such amount, the Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the foregoing, the Company may prior to the Effective Date purchase a six (6)-year prepaid “tail policy” from an insurer or insurers having AM Best financial strength ratings no lower than the Company’s and its Subsidiaries’ current insurer, covering actions and omissions occurring on or before the Effective Date with respect to such Covered Persons, on terms and scope with respect to such coverage, and in amount, no less favorable in the aggregate to such Covered Persons than those of such policies in effect on the date of this Agreement, at an aggregate cost up to but not exceeding the aggregate maximum amount payable pursuant to the provisions above for such six-year period; provided , that if the cost of such insurance coverage exceeds such maximum amount, the Company shall obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. The provisions of this Section  3.02 are intended to be for the benefit of, and after the Effective Date shall be enforceable by, each of the Covered Persons, who shall be third party beneficiaries of this Section  3.02 . In the event the Company (i) consolidates with or merges into any Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, adequate provision shall be made so that such Person shall assume and agree to all of the obligations of the Company set forth in this Section  3.02 . The rights of the Covered Persons under this Section  3.02 are in addition to any rights such Covered Persons may have under the certificate of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts or laws.