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substantial part of its assets, (v) institute any proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement under Division 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies afforded a secured party by the chapter of "Default" of Division 9 of the Uniform Commercial Code then in effect, subject to paragraph 15.1 herein. In conjunction with the above -named chapter, but not by way of limitation, TriTech may: 8.4.1 Require Client to disassemble the Equipment, other hardware, and permanently remove the Software from Client's computers or other storage media or locations and make all such items available to TriTech at Client's premises or such other location as is mutually agreed by the parties. 8.4.2 Render said Software unusable. 8.4.3 Apply the proceeds received from the sale or other disposition of the equipment or software acquired hereunder, in addition to the items specified in Division 9 of the Uniform Commercial Code, against payment of reasonable attorneys' fees and legal expenses incurred by TriTech as a result of Client's default. 9.0 SERVICES 9.1 TriTech and/or its Subcontractors will provide those services specified in the Statement of Work, which is attached hereto and incorporated herein by reference. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and to TriTech's (or the Subcontractor's) then -current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the associated price to be paid for such services. 9.2 The work to be performed shall include the furnishing of all labor, materials, Equipment, drawings, engineering and services specified in this Agreement or Statement of Work. (Nothing herein shall be construed as providing Source Code to any Software except as provided in Section 14.0 of this Agreement (Source Code Escrow). 9.3 TriTech shall appoint a competent TriTech Project Manager to act as its representative and single point of contact, and to monitor its employees and Subcontractors in the Delivery and Installation of the Subsystems provided under this Agreement. TriTech's Project Manager will coordinate and meet with the Client Project Manager as may be reasonably required to discuss any operational issues or the status of the Project. TriTech shall not change TriTech Project Managers without Client's prior written approval, which approval shall not be unreasonably withheld or delayed. In the event of unforeseen circumstances such as, but not limited to, termination, illness, or death, TriTech may appoint a replacement TriTech Project Manager of equivalent skill level, and shall notify Client with as much written notice as is reasonably possible. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 104