The Schedule of Insurance contains a correct and complete list of all policies (including binders) of insurance held by or on behalf of the Company or relating to its business or any of its assets (specifying the insurer, the amount of coverage, type of insurance, risks insured, any pending claims thereunder and claims history in the last six (6) months).  To the Seller’s Knowledge, such policies are valid and enforceable in accordance with their respective terms and, are outstanding and duly in force as of the date hereof and there is no default with respect to any provision contained in any such policy, nor has there been any failure to give any notice or present any claim under any such policy in a timely fashion or in the manner or detail required thereby, which has had or reasonably might have a material adverse effect on the enforceability of substantial rights of the Company under any such policy.  No notice of cancellation or non-renewal with respect to, or disallowance of any claim under, any policy has been received by the Company.  No policy of the Company has been cancelled by the issuer within the last two (2) years.