Common use of Termination by Winthrop Clause in Contracts

Termination by Winthrop. If, during the term of this Services Agreement, Winthrop receives notice of the occurrence of any of the events listed in this Section 6.3, Winthrop may terminate this Services Agreement (either in total for the reasons set forth in clauses (i)or (ii) below, or as to one or more of the Partnerships for the reasons set forth in clause (iii) or clause (iv) below to the extent that such reasons are applicable to such Partnership(s)), upon thirty (30) days written notice to Agent (or such shorter period if required in the reasonable judgment of Winthrop to prevent a disruption of continuous services to the Partnerships): (i) a continuing material default by Agent to provide the services to the Partnerships required herein and in the manner provided herein, which default shall not be cured within thirty (30) days after receipt of written notice thereof from Winthrop or within such longer period (but in any event not to exceed one hundred and twenty (120) days), if any, as may be reasonably required to effect such proceeding to effect such cure; (ii) the discontinuance or cessation of business by Agent, including by reason of the bankruptcy of Agent; (iii) with respect to any one or more of the Partnerships, a decision made in the good faith judgment of Winthrop that termination is required to permit Winthrop to satisfy their fiduciary obligations to such Partnership(s); or (iv) at any time after the Effective Date, the adoption or enactment of any applicable law or governmental rule, requirement, guideline, order or regulation, or any change therein or change in the interpretation or administration thereof, by any judicial or governmental authority which shall make it illegal or impossible for Winthrop or the Partnerships to engage Agent to provide the services described in this Services Agreement; provided, however, that (a) Winthrop shall use its reasonable efforts to eliminate such illegality or impossibility to the extent reasonably possible, and shall have the right to terminate only those portions of this Services Agreement which it has become illegal or impossible for Winthrop or the Partnerships to engage Agent to perform, and (b) Winthrop shall provide to Agent an opinion of Winthrop's counsel (which counsel shall be reasonably satisfactory to Agent) confirming such illegality or impossibility. In the event Winthrop elects to terminate this Services Agreement (in whole or part) for the reasons set forth in clause (iii) above, Winthrop shall pay Agent the following termination fee (the "Termination Fee"): Years Termination Fee In the event Winthrop elects to terminate this Services Agreement (in whole or part) for the reasons set forth in clause (iv) above at any time prior to June 30, 2002, Winthrop shall refund the consideration paid by Agent under Section 3.1 (i), (ii), and (iii) less the amount of Asset Management Fees, Accrued Asset Management Fees, Operation Distributions, Refinancing Distributions, and Sale Distributions Agent has collected after deducting Agent's reasonable direct costs and unreimbursed expenses which it has incurred in the performance of its services hereunder. Said Termination Fees, if any, will be paid within five (5) business days after receipt from Agent of all Partnership information required to be returned to Winthrop pursuant to the terms of this Services Agreement, and the transfer of the Operating Accounts, if any, held by Agent pursuant to Section 2.1.3 herein.

Termination by Winthrop. If, during the term of this Services Agreement, Winthrop receives notice of the occurrence of any of the events listed in this Section 6.3, Winthrop may terminate this Services Agreement (either in total for the reasons set forth in clauses (i)or (ii) below, or as to one or more of the Partnerships for the reasons set forth in clause (iii) or clause (iv) below to the extent that such reasons are applicable to such Partnership(s)), upon thirty (30) days written notice to Agent (or such shorter period if required in the reasonable judgment of Winthrop to prevent a disruption of continuous services to the Partnerships): (i) a continuing material default by Agent to provide the services to the Partnerships required herein and in the manner provided herein, which default shall not be cured within thirty (30) days after receipt of written notice thereof from Winthrop or within such longer period (but in any event not to exceed one hundred and twenty (120) days), if any, as may be reasonably required to effect such proceeding to effect such cure; (ii) the discontinuance or cessation of business by Agent, including by reason of the bankruptcy of Agent; (iii) with respect to any one or more of the Partnerships, a decision made in the good faith judgment of Winthrop that termination is required to permit Winthrop to satisfy their fiduciary obligations to such Partnership(s); or (iv) at any time after the Effective Date, the adoption or enactment of any applicable law or governmental rule, requirement, guideline, order or regulation, or any change therein or change in the interpretation or administration thereof, by any judicial or governmental authority which shall make it illegal or impossible for Winthrop or the Partnerships to engage Agent to provide the services described in this Services Agreement; provided, however, that (a) Winthrop shall use its reasonable efforts to eliminate such illegality or impossibility to the extent reasonably possible, and shall have the right to terminate only those portions of this Services Agreement which it has become illegal or impossible for Winthrop or the Partnerships to engage Agent to perform, and (b) Winthrop shall provide to Agent an opinion of Winthrop's counsel (which counsel shall be reasonably satisfactory to Agent) confirming such illegality or impossibility. In the event Winthrop elects to terminate this Services Agreement (in whole or part) for the reasons set forth in clause (iii) above, Winthrop shall pay Agent the following termination fee (the "Termination Fee"): Years Termination Fee from the Partnerships for which this Services Agreement is canceled for the calendar year preceding such termination In the event Winthrop elects to terminate this Services Agreement (in whole or part) for the reasons set forth in clause (iv) above at any time prior to June 30, 2002, Winthrop shall refund the consideration paid by Agent under Section 3.1 (i), (ii), and (iii) less the amount of Asset Management Fees, Accrued Asset Management Fees, Operation Distributions, Refinancing Distributions, and Sale Distributions Agent has collected after deducting Agent's reasonable direct costs and unreimbursed expenses which it has incurred in the performance of its services hereunder. Said Termination Fees, if any, will be paid within five (5) business days after receipt from Agent of all Partnership information required to be returned to Winthrop pursuant to the terms of this Services Agreement, and the transfer of the Operating Accounts, if any, held by Agent pursuant to Section 2.1.3 herein.