Danaher 2009 Annual Report Download - page 223

EXHIBIT D

Financial Statement Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of April __, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Danaher Corporation, a Delaware corporation (the
“Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and Swing Line Lender.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such,
he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:
 year-end
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company
ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
 quarter-end
1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company
ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed
review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements.
3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and
[select one:]


—or—


4. The representations and warranties of the Borrowers contained in Article V of the Agreement, and any representations and warranties of any Loan Party
which are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof,
except to the extent that such representations and warranties
D-1
Form of Compliance Certificate
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.