ALL INDEBTEDNESS EVIDENCED HEREBY AND REFERENCED HEREIN IS SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL INDEBTEDNESS OWED TO PNC BANK, NATIONAL ASSOCIATION AS SET FORTH IN THAT CERTAIN SUBORDINATION AND STANDSTILL AGREEMENT...Subordinated Non-Negotiable Note • November 6th, 2006 • Champion Parts Inc • Motor vehicle parts & accessories • California
Purchase Agreement. This Note is issued by Maker pursuant to that certain Asset Purchase Agreement dated as of August 31, 2006 by and between Maker and Payee (the "Purchase Agreement") for the purchase by Maker of certain assets and business of Payee. The parties acknowledge that the stated principal amount of this Note is the maximum amount due under the Note and the Maker's liability hereunder at any time hereafter shall be limited to the Monthly Deferred Payments (as such term is defined in the Purchase Agreement) accrued and outstanding hereunder, as set forth below. In the event that the aggregate amount of all payments made by Maker under this Note (with amounts credited as provided herein being treated as paid by Maker) to Payee reaches the Maximum Deferred Payment Amount, this Note shall be deemed satisfied and paid in full. In addition, this Note shall mature on October 31, 2017 and on such date only Monthly Deferred Payments arising for Net Fuel Management-Related Sales (as s
