Rayovac 2008 Annual Report Download - page 214

ii. There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officer of the Resigning Trustee,
threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning
Trustee as Trustee, Paying Agent and Registrar under the Indenture;
iii. the Resigning Trustee has delivered or will deliver to Successor Trustee (with copies to the Company), as of or immediately after the
Effective Date hereof, all documents in its possession relating to the trusts created under the Indenture, including all of the documents listed
inExhibit B hereto, and such other documents reasonably obtainable as mutually agreed upon; and
iv. The Resigning Trustee certifies that $347,012,200 in aggregate principal amount of the 2013 Notes is outstanding and interest on the
2013 Notes has been paid through October 1, 2008.
4. Successor Trustee Representation and Warranty. The Successor Trustee represents and warrants to the Resigning Trustee and the Company that:
a. the Successor Trustee is eligible to serve as Trustee, Paying Agent, Registrar and Custodian under the Indenture and the Trust Indenture Act of
1939, as amended (including the rules promulgated thereunder, the “TIA”);
b. the Successor Trustee is duly organized and validly existing; and
c. this Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid and binding
obligation.
5. Acceptance by Successor Trustee. Pursuant to Section 7.08 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee
under the Indenture and shall hereby be vested with all the rights, powers, trusts and duties of the Trustee under the Indenture and with respect to all property and
money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Successor
Trustee also hereby accepts it appointment as Registrar, Paying Agent and Custodian. The Successor Trustee will perform the rights, powers and duties of the
Trustee, Registrar, Paying Agent and Custodian upon the terms and subject to conditions set forth in the Indenture. Promptly after the execution and delivery of
this Instrument, the Successor Trustee shall cause a notice in the form annexed hereto asExhibit A, to be sent to each Holder of the Notes.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008