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s (d) any material provision of the Reimbursement Agreement shall at any time for any reason cease to be valid and binding on the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental authority having jurisdiction, or the Company shall deny that it has any or further liability or obligation under the Reimbursement Agreement; or (e) the Company shall fail to pay when due and payable, after giving effect to any applicable grace period, the principal of or interest on any indebtedness in an aggregate amount exceeding $50,000 (excluding indebtedness under the Reimbursement Agreement and certain indebtedness owing by the Company to the Partnership Guarantor) or the maturity of any such indebtedness shall have been accelerated or been required to be prepaid prior to the stated maturity thereof or any event shall have occurred and be continuing which with the passage of time onthe giving of notice or both, would permit any holder or holders of such indebtedness, any trustee or agent acting on behalf of such holder or holders or any other person so to accelerate such maturity, unless the Company's obligation to pay, or the acceleration or required prepayment of, such indebtedness is being contested or any right of set-off is being asserted by the Company in good faith by appropriate proceedings and reserves in respect thereof deemed adequate by the Company have been established on the books of the Company in accordance with generally accepted accounting principles consistently applied; or (f) a judgment or order for the payment of money shall be entered against the Company by any court or a warrant of attachment or execution or similar process shall be issued or levied against property of the Company, which in the aggregate exceeds $50,000 in value over any applicable issuance coverage or reserve previously established on the books of the Company and such judgment, order, warrant or process shall continue undischarged or unstayed for thirty (30) consecutive days; or (g) (1) the Company shall (A) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of itself or of its property, (B) admit in writing its inability to pay its debts generally as they become due, (C) make a general assignment for the benefit of creditors, (D) be adjudicated a bankrupt or insolvent, or (E) commence a voluntary case under the Federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or corporate action shall be taken by it for the purpose of effecting any of the foregoing; or (2) if without the application, approval or consent of the Company, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Company an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, D-4