Wave Business Solutions LLC 7/19/2016

5.2 Remedies for Customer Default. In the event of a Default by Customer under this Agreement, Provider may, at its option: (i)suspend any applicable Services until such time as the Customer Default has been corrected (provided, however, that any suspension shall not relieve Customer's on-going obligation to pay Provider all Fees and other amounts due under the Agreement as if such suspension of Services had not taken place);(ii)terminate the applicable Service(s)and/or the applicable Service Order(s);(iii)after the occurrence of any two Customer Defaults in any twelve (12) month period, terminate this MSA and all Service Orders entered into pursuant to this MSA; and/or(iv)pursue any other remedy available to Provider under this Agreement or applicable law. In the event of early termination for Customer Default pursuant to this Section 5.2,Customer shall pay to Provider the Termination Charge described in Section 6.4 below. 5.3 Provider Default. Each of the following shall constitute a Default by Provider under this Agreement: (i)if Provider fails to comply with any material provision of this Agreement other than provisions of the SLA,the failure by Provider to cure same within thirty(30)days of receiving written notice from Customer regarding such non-compliance;or(ii)Provider files or initiates proceedings,or has proceedings initiated against it,seeking liquidation, reorganization or other relief(such as the appointment of a trustee, receiver,liquidator,custodian or other such official)under any bankruptcy,insolvency or other similar law, and the same is not dismissed within sixty(60)days. 5.4 Remedies for Provider Default. In the event of a Default by Provider under this Agreement Customer may,at its option: (i)terminate the applicable Service(s) and/or the applicable Service Order(s); (ii)terminate this MSA and all Service Orders entered into pursuant to this MSA; and/or (iii)pursue any other remedy available to Customer under this Agreement or applicable law. Early termination by customer shall be accomplished by providing termination notice to disconnects@wavebroadband.com and to the notice address specified in Article 13 below. In the event of early termination for Provider Default pursuant to this Section 5.4, Provider shall reimburse Customer for any pre-paid, unused monthly service Fees attributable to the terminated Service(s)and/or Service Order(s),and Customer shall have no further liability to Provider for the terminated Service(s) and/or Service Order(s). Early termination by Customer pursuant to this Section 5.4 shall not relieve Customer of its obligations to pay all Fees incurred prior to the early termination date. ARTICLE 6—EARLY TERMINATION&PORTABILITY 6.1 Early Termination for Customer Convenience. Customer may, at any time during the Service Term for a Service, discontinue the Services and/or terminate the corresponding Service Order upon not less than thirty (30) days' advance written notice to disconnects@wavebroadband.com and to the notice address specified in Article 13 below. Any early termination of a Service pursuant to this Section 6.1 shall be referred to as "Termination for Customer Convenience." In the event of Termination for Customer Convenience,Customer shall pay to Provider the Termination Charge described in Section 6.4 below. 6.2 Early Termination for Default. As set forth in Article 5 above, either Party may elect to terminate this MSA and/or one or more Service Orders prior to the scheduled Expiration Date in the event of an uncured Default by the other Party. 6.3 Other Early Termination by Provider. At any time during the applicable Service Term, Provider may, upon reasonable advance notice to Customer, terminate any Service(s)or Service Order(s) if any of the following occur, each in the reasonable good faith business judgment of Provider: (i)Provider does not have all rights necessary to provide the Service(s);(ii) Provider is legally or contractually prohibited from providing the Services or is advised by counsel that termination of the Service(s)and/or Service Order(s)is advisable given newly enacted or then-pending laws, regulations or ordinances,whether federal, state or local; (iii)delivery of the Service(s) becomes technically infeasible due to equipment changes and reconfigurations or other technical issues;or(iv)Provider reasonably determines that the use of the Service(s)by Customer is resulting or is likely to result in significant damage to Provider's network or property or create a significant risk of harm to Provider or its agents or employees. In the event of termination pursuant to this Section 6.3, Customer's sole and exclusive remedies will be reimbursement by Provider of any pre-paid, unused monthly service Fees attributable to the terminated Service(s) or Service Order(s). 6.4 Termination Charge. In the event of Termination for Customer Convenience pursuant to Section 6.1 above, or termination for Customer Default pursuant to Section 5.2 above, Customer shall pay a Termination Charge to Provider. The "Termination Charge" shall equal the sum of the following: (i)all unpaid amounts for Services actually provided prior to the MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.3 Wave Business Solutions,LLC/City of Everett 06/13/2016