GE Capital. On the Closing Date, GE Capital and Service America shall enter into amendments to the Assignment and Assumption Agreement, dated as of October 1, 1996 (the "Assignment and Assumption Amendment"), in the form of Exhibit 3.11.
GE Capital. Asset Based Financing A unit of General Electric Capital Corporation 1000 Hart Road, Suite 345, Barrington, IL 60010 800-688-7579 October 29, 1996 VIA FACSIMILE & FEDERAL EXPRESS Mr. Malvin Algood Chief Executive Officer General Acceptance Corporation 1025 Acuff Rd., Suite 400 Bloomington, In 47404 RE: Loan & Security Agreement Between General Acceptance Corporation ("Borrower") and General Electric Capital Corporation ("Lender") Dear Mr. Algood: Reference is made to that certain Loan and Security Agreement dated as of May 1, 1992, as amended, between Borrower and Lender (the "Loan Agreement") and to the Forbearance Agreement executed by the parties in the form of a letter dated March 20, 1996 (the "Forbearance"), as amended, (together, the "Agreement"). All terms used in this letter without definition shall have the meaning given to such terms in the Agreement. Borrower has informed Lender of its desire to liquidate its repossession inventory on an accelerated basis. The accelerated liquidation of the subject inventory will cause Borrower to exceed the maximum charge-off covenant as defined in the Agreement. Conditioned upon Borrower's acceptance of the following terms and conditions, Lender is willing to amend the Forbearance charge-off covenant as outlined on the attached Exhibit E. Upon acceptance, Exhibit E of the Forbearance will be deleted in its entirety and a new Exhibit E (attached hereto) will be substituted therefore. Borrower has accepted the following conditions precedent to Lender's amendment of the charge-off covenant:
GE Capital. The Borrower shall use reasonable efforts to provide at the Borrower's cost and expense no later than January 15, 2002 a perfected security interest in favor of the Collateral Agent in all property of the Borrower which is currently pledged to secure the existing financing with General Electric Capital Corporation. In addition, the Borrower shall use reasonable efforts to provide at the Borrower's cost and expense no later than January 15, 2002 a perfected security interest in favor of the Collateral Agent in the real estate of the Borrower in Atchison, Kansas and St. Joseph, Missouri commonly known respectively as the Atchison Foundry and St. Joseph Machine Shop. The Borrower acknowledges and agrees that such Liens shall be granted to the Collateral Agent for the ratable benefit of the Bank Group and TIAA in accordance with the terms in the Intercreditor Agreement and shall be valid and perfected Liens subject, however, to any prior Liens on such property permitted by the Credit Agreement and Liens in favor of General Electric Capital Corporation, in each case pursuant to one or more collateral documents from such persons, each in form and substance satisfactory to the Collateral Agent.
GE Capital. On the Closing Date and at all times thereafter, there shall be no outstanding amounts owing by any Obligor, or any transactions outstanding, with respect to the financial arrangements between an Obligor and GE Capital Trade Payables Services, LLC 10.3 Financial Covenants . As long as any Commitment or Obligations are outstanding, Borrowers shall: 10.3.1.