Rayovac 2008 Annual Report Download - page 215

6. Board Resolution. The Company hereby certifies thatExhibit C annexed hereto is true and correct copy of the Board Resolution that was duly
adopted by the Board of Directors of the Company authorizing the appointment of the Successor Trustee.
7. Assignment etc. by Resigning Trustee. Effective on the Effective Date, the Resigning Trustee hereby confirms, assigns, transfers, delivers and
conveys to the Successor Trustee, as Trustee under the Indenture, upon the trusts expressed in the Indenture, all rights, powers, trusts, privileges, duties and
obligations which the Resigning Trustee now holds under and by virtue of the Indenture, and effective as of such date does hereby pay over to the Successor
Trustee any and all property and moneys held by the Resigning Trustee under and by virtue of the Indenture.
8. Additional Documentation. Each of the Successor Trustee, the Resigning Trustee and the Company, for the purposes of more fully and certainly
vesting in and confirming to the Successor Trustee the rights, powers, trusts, privileges, duties and obligations hereby assigned, transferred, delivered and
conveyed, agree, upon reasonable request of any of the other parties hereto, to execute, acknowledge and deliver such further instruments of conveyance and
further assurance and to do such other things as may reasonably be required by such other party, including making any filings required by the SEC or otherwise
under the TIA in connection with the resignation and appointment hereunder.
9. Choice of Laws. This Instrument shall be governed by the internal law of the State of New York.
10. Counterparts. This Instrument may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an
original, but all counterparts shall constitute but one Instrument.
11. Survival of Company’s Obligations to Resigning Trustee. Notwithstanding the resignation of the Resigning Trustee as Trustee under the
Indenture, the Company shall remain obligated under the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its
trusteeship as provided in the Indenture, and nothing contained in this Instrument shall in any way abrogate the obligations of the Company to the Resigning
Trustee under the Indenture or any lien created in favor of the Resigning Trustee thereunder. The Company also acknowledges and reaffirms its obligation to the
Successor Trustee set forth in Section 7.07 of the Indenture.
12. Notices. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:
TO THE SUCCESSOR TRUSTEE:
US Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Attn: Rick Prokosch
Phone: [phone]
Fax: [phone]
TO THE RESIGNING TRUSTEE:
Wells Fargo Bank, N.A.
Corporate Trust Services
625 Marquette Avenue; N9311-110
Minneapolis, MN 55479
Phone: [phone]
Fax: [phone]
4
Source: Spectrum Brands, Inc, 10-K, December 10, 2008