Danaher 2011 Annual Report Download - page 200

In these circumstances the Issuer and the Guarantor will appoint a replacement Agent and give notice of this appointment to the holder of any Note as
soon as practicable in accordance with the Conditions.
13.4 
No resignation or (subject to Clause 13.3 (Automatic Termination)) termination of the appointment of the Issuing and Paying Agent shall take effect
until a new Issuing and Paying Agent (which shall be any reputable and experienced bank or financial institution ) has been appointed.
13.5 
If the Issuing and Paying Agent gives notice of its resignation in accordance with Clause 13.1 ( Resignation), and a replacement Issuing and Paying
Agent is required and by the tenth day before the expiration of such notice such replacement has not been appointed by the Issuer and the Guarantor,
then the Issuing and Paying Agent may, itself, appoint on behalf of the Issuer and the Guarantor as its replacement any reputable and experienced bank
or financial institution. Immediately following such appointment, such Agent shall give notice of such appointment to the Issuer and the Guarantor,
whereupon the parties hereto and such replacement agent shall thereafter have the same rights and obligations among them as would have been the case
had they then entered into an agreement in the form mutatis mutandis of this Agreement.
13.6 
Upon any resignation or revocation becoming effective under this Clause 13 ( Changes in Agents), the Issuing and Paying Agent shall:
(a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to and
bound by the provisions of Clause 10 ( Indemnity));
(b) in the case of the Issuing and Paying Agent, deliver to the Issuer and the Guarantor and to the successor Issuing and Paying Agent a copy,
certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Clause 7
(Cancellation, Destruction, Records, and Safekeeping ); and
(c) forthwith (upon payment to it of any amount due to it in accordance with Clause 9 ( Fees and Expenses) and Clause 10 (Indemnity) transfer
all moneys and documents (including any unissued Global Notes and Definitive Notes held by it hereunder) to its successor in that capacity
and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities
hereunder.
13.7 
A corporation into which the Issuing and Paying Agent may be merged or converted or with which it is consolidated that results from a merger,
conversion or consolidation to which it is a party or to which it sells all or substantially all of its corporate trust assets shall, to the extent permitted by
applicable law, be the successor
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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