Danaher 2009 Annual Report Download - page 281

Exhibit E
DTC Certificate Agreement
BOOK-ENTRY-ONLY MONEY MARKET INSTRUMENT
(MASTER NOTE) PROGRAM
CERTIFICATE AGREEMENT
This Agreement is dated as of December 1, 1993, by and between The Depository Trust Company (“DTC”) and Bankers Trust Company.
(“Custodian”)
Whereas, Custodian performs, as agent of the issuers, certain paying agency functions with respect to one or more issues of money market instrument
notes issued under the programs listed on Exhibit A, as it may be amended in writing with the addition or deletion of a program from time to time by the
parties (the “Securities”); and
Whereas, in order to enhance the efficiency of the processes for issuing and redeeming such Securities, Custodian has agreed to act as custodian of
master note certificates registered in the name of DTC’s nominee, Cede & Co., evidencing the Securities (the “Certificates”) and has established procedures to
perform the services hereinafter set forth.
Now, therefore, in consideration of the representations, warranties, and covenants herein contained the parties agree as follows:
1. Custodian shall assure that each Certificate held pursuant to this Agreement shall be in registered form, registered in the name of Cede & Co., and
shall bear the following legend:
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to
Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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