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discharge any of its maintenance obligations <br />to the licensed Program in accordance with <br />the warranties or other standards for such <br />maintenance set forth in any software <br />maintenance agreement which may be in effect <br />between Abbey Group Consultants and the <br />SOFTWARE BENEFICIARY within sixty days after <br />the SOFTWARE BENEFICIARY'S notice to Abbey <br />Group Consultants specifying in reasonable <br />detail the respects in which the program is <br />not being properly maintained. <br />c. Any sale, assignment or other transfer by <br />Abbey Group Consultants of such of Abbey <br />Group Consultants' rights in the Program as <br />would prevent Abbey Group Consultants from <br />discharging its obligations with respect to <br />the licensed Program or any maintenance <br />obligations for the Program. <br />d. Abbey Group Consultants becomes insolvent, <br />makes a general assignment for the benefit <br />of creditors, or suffers or permits the <br />appointment of a receiver for its business, <br />where its assets become subject to any <br />proceeding under any insolvency law, <br />domestic or foreign, or has wound up or <br />liquidated its business and the SOFTWARE <br />BENEFICIARY has reason to believe that any <br />such event will cause Abbey Group <br />Consultants to fail to meet its warranty and <br />maintenance obligations in the foreseeable <br />future. <br />f. Abbey Group Consultants fails to make to <br />ESCROW AGENT any payments required of Abbey <br />Group Consultants to keep this Agreement in <br />full force and effect, provided that the <br />ESCROW AGENT shall notify Abbey Group <br />Consultants in writing of such default by <br />certified mail, return receipt requested, <br />and Abbey Group Consultants fails, within <br />thirty days after receipt thereof, to cure <br />such default. <br />g. Entry of an order for relief under Title 11 <br />of the United States Code; <br />Primary Agreement Page 41 <br />