Common use of TRANSFER AND ASSIGNMENT DOCUMENTATION Clause in Contracts

TRANSFER AND ASSIGNMENT DOCUMENTATION. Upon receipt of the Acquisition Price, the FF&E Agent shall deliver to the Purchaser all original executed counterparts of the Facilities Agreement and the Operative Documents as are then in the possession of GE Capital and the Participants, together with such documents and instruments as are prepared by the Administrative Agent at its expense, as reasonably required to effect the conveyance of the Interest in the Facilities (which documents and instruments shall be reasonably satisfactory to the FF&E Agent) including, without limitation (x) an assignment to the Purchaser of the Facilities Agreement and the Operative Documents, each in recordable form sufficient to transfer all right, title and interest therein, (y) UCC Statements of Assignment assigning to the Purchaser the UCC-1 Financing Statements which have been executed and delivered by Aladdin Gaming in connection with the Facilities, and (z) such other documents that the parties deem reasonably necessary or advisable. The Administrative Agent covenants and agrees to cause the Purchaser to execute and deliver such documents which are reasonably necessary in order for GE Capital and the Participants (acting through the FF&E Agent) to transfer and assign the Facilities Agreement and the Operative Documents to the Purchaser. To the extent that any original documents cannot be located by the FF&E Agent for delivery on the Purchase Date, the FF&E Agent shall deliver an affidavit to the Purchaser with respect to any such missing documents which affidavit shall include a covenant by the FF&E Agent on behalf of GE Capital and the Participants, to deliver any such missing documents to the Purchaser if, as and when located by any of them and which shall include an indemnity by the FF&E Agent on behalf of GE Capital and the Participants in favor of the Purchaser against any loss, cost or expense by the Purchaser in the event of any exercise of rights and remedies by the Purchaser or any other party under such missing Instrument. The documents transferring and assigning the Interest in the Facilities to the Purchaser shall provide, in relevant part, that the FF&E Agent on behalf of GE Capital and the Participants represent and warrant that (x) GE Capital and the Participants are the owners of the Facilities, the Facilities Agreement and the Operative Documents, (y) the FF&E Agent on behalf of GE Capital and the Participants have all requisite power and authority to execute and deliver such documents, and (z) the Facilities, the Facilities Agreement and the Operative Documents are not subject to any encumbrance, pledge, hypothecation or security interest whatsoever and shall otherwise be in form and content reasonably satisfactory to the Administrative Agent and the Purchaser. Such representations and warranties shall survive the delivery of the documents transferring and conveying the Interest in the Facilities, the Facilities Agreement and the Operative Documents to the Purchaser.