Exhibit 10.7
PNC LENDER NOTE
February 17, 2012
FOR VALUE RECEIVED, JARDEN RECEIVABLES, LLC, a Delaware limited liability company (the“Borrower”), promises to pay to PNC BANK, NATIONAL ASSOCIATION (“PNC”), or its registered assigns, on or before the Commitment Termination Date, the aggregate unpaid principal amount of all Loans shown on the schedule attached hereto (and/or any continuation thereof and/or in the records of PNC) made by PNC pursuant to that certain Second Amended and Restated Loan Agreement, dated as of July 29, 2010 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the“Loan Agreement”), among the Borrower, Jarden Corporation, as the Servicer, SunTrust Bank, as a Lender, PNC, Wells Fargo Bank, National Association, as a Lender, and SunTrust Robinson Humphrey, Inc., as Administrator.
The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Loan Agreement.
Payments of both principal and interest are to be made in lawful money of the United States of America in immediately available funds to the account designated by the Administrator pursuant to the Loan Agreement.
This promissory note is a “Lender Note” referred to in, and evidences indebtedness incurred under, the Loan Agreement, and the holder hereof is entitled to the benefits of the Loan Agreement, to which reference is made for a description of the security for this Lender Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced hereby and on which such indebtedness may be declared to be immediately due and payable. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Loan Agreement.
All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.
THIS LENDER NOTESHALLBEDEEMEDTOBEACONTRACTMADEUNDERANDGOVERNEDBYTHEINTERNALLAWSOFTHE STATEOF NEW YORKWITHOUTREGARDTOANYOTHERWISEAPPLICABLEPRINCIPLESOFCONFLICTSOFLAWS (OTHERTHAN SECTION 5-1401OFTHE GENERAL OBLIGATIONS LAW).
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| JARDEN RECEIVABLES, LLC |
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| By: | | SUNBEAM PRODUCTS, INC. |
| | Its: manager and sole member |
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| By: | | /s/ Jason Wong |
| | Name: Jason Wong |
| | Title: Authorized Signatory |
[SIGNATURE PAGETO PNC LENDER NOTE]
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SCHEDULEATTACHEDTOTHE LENDER NOTEDATED FEBRUARY 17, 2012OF JARDEN RECEIVABLES, LLCPAYABLETO PNC BANK, NATIONAL ASSOCIATION |
DATE OF
LOAN | | AMOUNT OF
LOAN | | AMOUNTOF
REPAYMENT |
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