Danaher 2009 Annual Report Download - page 181

This Company Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization under any
applicable Debtor Relief Law of any applicable Designated Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

(a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance,
notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company
Guaranty and any requirement that any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take
any action against any Loan Party or any other Person or any collateral.
(i) The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this
Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
(ii) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election
of remedies by any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any of the other Loan Parties or
any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the
Company under this Company Guaranty.
(iii) The Company acknowledges that the Administrative Agent may, without notice to or demand upon the Company and without affecting the
liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by nonjudicial sale, and the
Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency
after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law.
(iv) The Company hereby unconditionally and irrevocably waives any duty on the part of any Lender Party to disclose to the Company any
matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party
or any of its Subsidiaries now or hereafter known by such Lender Party.
(v) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 11.02 and this Section 11.03 are knowingly made in contemplation of such benefits.
. The Company hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire
against any applicable Designated Borrower, or any other insider guarantor that arise from the existence, payment, performance or enforcement of the
Company Obligations under or in respect of this Company Guaranty or any other Loan Document, including, without limitation, any right of subrogation,
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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