Common use of Limitation on Adviser and Administrator Clause in Contracts

Limitation on Adviser and Administrator. (x) The Adviser shall, at all times, act as the primary investment adviser of each Borrower, and (y) the Administrator shall, at all times, act as the sole fund administrator of each Borrower; provided, however, in the case of each of clauses (x) and (y), the Adviser or Administrator, as applicable, may assign its interest as the investment adviser or administrator, as applicable, to an Affiliate which is wholly owned (whether directly or indirectly) and Controlled by Lafayette Holdings so long as (a) such Borrower shall have given Administrative Agent prior written notice of the intention to effect such transfer, and copies of such documents evidencing such transfer upon the effectuation thereof, and (b) Administrative Agent shall be otherwise reasonably satisfied that the appropriate agreements have been effected to protect the interests of Administrative Agent and the Lenders with respect to the Collateral.

Limitation on Adviser and Administrator. (x) The Adviser shall, at all times, act as the primary investment adviser of each the Borrower, and (y) the Administrator shall, at all times, act as the sole fund administrator of each the Borrower; provided, however, in the case of each of clauses (x) and (y), the Adviser or the Administrator, as applicable, may assign its interest as the investment adviser or administrator, as applicable, to an Affiliate which is wholly owned (whether directly or indirectly) and Controlled by Lafayette Holdings TIAA, so long as as: (a) such the Borrower shall have given Administrative Agent prior written notice of the intention to effect such transfer, and copies of such documents evidencing such transfer upon the effectuation thereof, ; and (b) Administrative Agent shall be otherwise reasonably satisfied that the appropriate agreements have been effected to protect the interests of Administrative Agent and the Lenders with respect to the Collateral.