EXHIBIT 10. 4
PERFORMANCE UNDERTAKING
THIS PERFORMANCE UNDERTAKING (this "UNDERTAKING"), dated as of September
7, 2004, is executed by Equifax Inc., a Georgia corporation (the "PERFORMANCE
GUARANTOR") in favor of Equifax Receivables Finance LLC, a Delaware limited
liability company (together with its successors and assigns, "RECIPIENT").
RECITALS
1. Equifax Inc. (the "PARENT"), Equifax Information Services LLC, Equifax
Direct Marketing Solutions LLC Equifax Information Services of Puerto
Rico Inc., Compliance Data Center, Inc. (collectively, the
"ORIGINATORS"), and Equifax Capital Management, Inc. ("ECM") have
entered in to a Receivables Sale Agreement, dated as of September 7,
2004 (as amended, restated or otherwise modified from time to time, the
"FIRST STEP SALE AGREEMENT"), pursuant to which Originators, subject to
the terms and conditions contained therein, are selling their respective
right, title and interest in their accounts receivable to ECM.
2. ECM and Recipient have entered into a Receivables Sale Agreement, dated
as of September 7, 2004 (as amended, restated or otherwise modified from
time to time, the "SECOND STEP SALE AGREEMENT"; the First Step Sale
Agreement and the Second Step Sale Agreement being herein collectively
called the "SALE AGREEMENTS"), pursuant to which ECM, subject to the
terms and conditions contained therein, is selling and/or contributing
its right, title and interest in such accounts receivable to Recipient.
3. Performance Guarantor, directly or indirectly, owns one hundred percent
(100%) of the capital stock or other equity interest of each of the
other Originators, ECM and Recipient, and accordingly, Performance
Guarantor, is expected to receive substantial direct and indirect
benefits from their sale or contribution of receivables to ECM and
Recipient pursuant to the Sale Agreements (which benefits are hereby
acknowledged).
4. As an inducement for ECM to acquire Originators' accounts receivable
pursuant to the First Step Sale Agreement and for Recipient to acquire
such accounts receivable pursuant to the Second Step Sales Agreement,
Performance Guarantor has agreed to guaranty the due and punctual
performance by the other Originators and ECM of their respective
obligations under the Sale Agreements.
5. Performance Guarantor wishes to guaranty the due and punctual
performance by the other Originators of their obligations to ECM under
or in respect of the First Step Sale Agreement and the due and punctual
performance by ECM of its obligations to Recipient under or in respect
of the Second Step Sale Agreement.
AGREEMENT
NOW, THEREFORE, Performance Guarantor hereby agrees as follows:
Section 1. DEFINITIONS. Capitalized terms used herein and not defined
herein shall the respective meanings assigned thereto in the Sale Agreement or
the Credit and Security Agreement (as hereinafter defined). In addition:
"GUARANTEED OBLIGATIONS" means, collectively: all covenants, agreements,
terms, conditions and indemnities to be performed and observed by any Originator
(other than the Parent in its capacity as an Originator) or ECM under and
pursuant to any of the Sale Agreements and each other document executed and
delivered by any Originator (other than the Parent in its capacity as an
Originator) or ECM pursuant to any of the Sale Agreements, including, without
limitation, the due and punctual payment of all sums which are or may become due
and owing by any Originator (other than the Parent in its capacity as an
Originator) or ECM under any of the Sale Agreements, whether for fees, expenses
(including counsel fees), indemnified amounts or otherwise, whether upon any
termination or for any other reason.
Section 2. GUARANTY OF PERFORMANCE OF GUARANTEED OBLIGATIONS.
Performance Guarantor hereby guarantees to Recipient, the full and punctual
payment and performance by each Originator and ECM of its respective Guaranteed
Obligations. This Undertaking is an absolute, unconditional and continuing
guaranty of the full and punctual performance of all Guaranteed Obligations of
each Originator under the Agreements and each other document executed and
delivered by any Originator pursuant to the Agreements and is in no way
conditioned upon any requirement that Recipient first attempt to collect any
amounts owing by any Originator or ECM to Recipient, the Agent or the Lenders
from any other Person or resort to any collateral security, any balance of any
deposit account or credit on the books of Recipient, the Agent or any Lender in
favor of any Originator, ECM or any other Person or other means of obtaining
payment. Should any Originator or ECM default in the payment or performance of
any of its Guaranteed Obligations, Recipient (or its assigns) may cause the
immediate performance by Performance Guarantor of the Guaranteed Obligations and
cause any payment Guaranteed Obligations to become forthwith due and payable to
Recipient (or its assigns), without demand or notice of any nature (other than
as expressly provided herein), all of which are hereby expressly waived by
Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a
guarantee of the collection of any of the Receivables and Performance Guarantor
shall not be responsible for any Guaranteed Obligations to the extent the
failure to perform such Guaranteed Obligations by any Originator or ECM results
from Receivables being uncollectible on account of the insolvency, bankruptcy or
lack of creditworthiness of the related Obligor; PROVIDED THAT nothing herein
shall relieve any Originator or ECM from performing in full its Guaranteed
Obligations under the Agreements or Performance Guarantor of its undertaking
hereunder with respect to the full performance of such duties.
Section 3. PERFORMANCE GUARANTOR'S FURTHER AGREEMENTS TO PAY.
Performance Guarantor further agrees, as the principal obligor and not as a
guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in
funds immediately available to Recipient, all reasonable costs and expenses
(including court costs and reasonable legal expenses) actually incurred or
expended by Recipient in connection with the Guaranteed Obligations, this
Undertaking and the enforcement thereof, together with interest on amounts
recoverable under this Undertaking from the time when such amounts become due
until payment, at a rate of
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interest (computed for the actual number of days elapsed based on a 360 day
year) equal to the Prime Rate plus 2% PER ANNUM, such rate of interest changing
when and as the Prime Rate changes.
Section 4. WAIVERS BY PERFORMANCE GUARANTOR. Performance Guarantor
waives notice of acceptance of this Undertaking, notice of any action taken or
omitted by Recipient (or its assigns) in reliance on this Undertaking, and any
requirement that Recipient (or its assigns) be diligent or prompt in making
demands under this Undertaking, giving notice of any Termination Event,
Amortization Event, other default or omission by any Originator or ECM or
asserting any other rights of Recipient under this Undertaking. Performance
Guarantor warrants that it has adequate means to obtain from each Originator or
ECM, on a continuing basis, information concerning the financial condition of
such Person and that it is not relying on Recipient to provide such information,
now or in the future. Performance Guarantor also irrevocably waives all defenses
(i) that at any time may be available in respect of the Guaranteed Obligations
by virtue of any statute of limitations, valuation, stay, moratorium law or
other similar law now or hereafter in effect or (ii) that arise under the law of
suretyship, including impairment of collateral. Recipient (and its assigns)
shall be at liberty, without giving notice to or obtaining the assent of
Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each Originator or ECM and with
each other party who now is or after the date hereof becomes liable in any
manner for any of the Guaranteed Obligations, in such manner as Recipient in its
sole discretion deems fit, and to this end Performance Guarantor agrees that the
validity and enforceability of this Undertaking, including without limitation,
the provisions of Section 7 hereof, shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral securing
the Guaranteed Obligations or any part thereof; (c) any waiver of any right,
power or remedy or of any Termination Event, Amortization Event, or default with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any other
obligation of any person or entity with respect to the Guaranteed Obligations or
any part thereof; (e) the enforceability or validity of the Guaranteed
Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to the Guaranteed Obligations
or any part thereof; (f) the application of payments received from any source to
the payment of any payment Obligations of any Originator or ECM or any part
thereof or amounts which are not covered by this Undertaking even though
Recipient (or its assigns) might lawfully have elected to apply such payments to
any part or all of the payment Obligations of such Originator or ECM or to
amounts which are not covered by this Undertaking; (g) the existence of any
claim, setoff or other rights which Performance Guarantor may have at any time
against any Originator or ECM in connection herewith or any unrelated
transaction; (h) any assignment or transfer of the Guaranteed Obligations or any
part thereof; or (i) any failure on the part of any Originator or ECM to perform
or comply with any term of the Agreements or any other document executed in
connection therewith or delivered thereunder, all whether or not Performance
Guarantor shall have had notice or knowledge of any act or omission referred to
in the foregoing clauses (a) through (i) of this Section 4.
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Section 5. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS AGAINST
ORIGINATORS. Notwithstanding (a) any change of ownership of any Originator or
ECM or the insolvency, bankruptcy or any other change in the legal status of any
Originator or ECM; (b) the change in or the imposition of any law, decree,
regulation or other governmental act which does or might impair, delay or in any
way affect the validity, enforceability or the payment when due of the
Guaranteed Obligations; (c) the failure of any Originator, ECM or Performance
Guarantor to maintain in full force, validity or effect or to obtain or renew
when required all governmental and other approvals, licenses or consents
required in connection with the Guaranteed Obligations or this Undertaking, or
to take any other action required in connection with the performance of all
obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d)
if any of the moneys included in the Guaranteed Obligations have become
irrecoverable from any Originator or ECM for any other reason other than final
payment in full of the payment Obligations in accordance with their terms, this
Undertaking shall nevertheless be binding on Performance Guarantor. This
Undertaking shall be in addition to any other guaranty or other security for the
Guaranteed Obligations, and it shall not be rendered unenforceable by the
invalidity of any such other guaranty or security. In the event that
acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the insolvency, bankruptcy or reorganization of any Originator or
for any other reason with respect to any Originator or ECM, all such amounts
then due and owing with respect to the Guaranteed Obligations under the terms of
the Agreements, or any other agreement evidencing, securing or otherwise
executed in connection with the Guaranteed Obligations, shall be immediately due
and payable by Performance Guarantor.
Section 6. REPRESENTATIONS AND WARRANTIES. Performance Guarantor hereby
represents and warrants to Recipient that:
(a) EXISTENCE AND STANDING. Performance Guarantor is a corporation
duly organized, validly existing and in good standing under the laws of its
state of incorporation. Performance Guarantor is duly qualified to do business
and is in good standing as a foreign corporation, and has and holds all
corporate power and all governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in which its
business is conducted except where the failure to so qualify or so hold could
not reasonably be expected to have a Material Adverse Effect.
(b) AUTHORIZATION, EXECUTION AND DELIVERY; BINDING EFFECT. The
execution and delivery by Performance Guarantor of this Undertaking, and the
performance of its obligations hereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part. This Undertaking has been duly executed and delivered by Performance
Guarantor. This Undertaking constitutes the legal, valid and binding obligation
of Performance Guarantor enforceable against Performance Guarantor in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).
(c) NO CONFLICT; GOVERNMENT CONSENT. The execution and delivery by
Performance Guarantor of this Undertaking, and the performance of its
obligations hereunder do not contravene or violate (i) its certificate or
articles of incorporation or by-laws, (ii) any law,
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rule or regulation applicable to it, (iii) any restrictions under any agreement,
contract or instrument to which it is a party or by which it or any of its
property is bound, or (iv) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property, and do not result in the
creation or imposition of any Adverse Claim on assets of Performance Guarantor
or its Subsidiaries (except as created hereunder) except, in any case, where
such contravention or violation could not reasonably be expected to have a
Material Adverse Effect.
(d) FINANCIAL STATEMENTS. The consolidated financial statements of
Performance Guarantor and its consolidated Subsidiaries dated as of December 31,
2002 and December 31, 2003 heretofore delivered to Recipient have been prepared
in accordance with GAAP consistently applied and fairly present in all material
respects the consolidated financial condition and results of operations of
Performance Guarantor and its consolidated Subsidiaries as of such dates and for
the periods ended on such dates. Since the later of (i) March 31, 2004 and (ii)
the last time this representation was made or deemed made, and except as
disclosed in the reports made by the Performance Guarantor to the Securities and
Exchange Commission, no event has occurred which would or could reasonably be
expected to have a Material Adverse Effect.
(e) TAXES. Performance Guarantor has filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by Performance Guarantor or any of its Subsidiaries, except taxes (i)
that are being contested in good faith by appropriate proceedings and for which
Performance Guarantor has set aside on its books adequate reserves or (ii) to
the extent the failure to do so could not reasonably be expected to have a
Material Adverse Effect. As of the date of this Agreement, the United States
income tax returns of Performance Guarantor have been audited by the Internal
Revenue Service through the fiscal year ended December 31, 1995. No federal or
state tax liens have been filed and no claims are being asserted with respect to
any such taxes. The charges, accruals and reserves on the books of Performance
Guarantor in respect of any taxes or other governmental charges are, in the
judgment of Performance Guarantor, adequate.
(f) LITIGATION AND CONTINGENT OBLIGATIONS. Except as disclosed in
the filings made by Performance Guarantor with the Securities and Exchange
Commission, there are no actions, suits or proceedings pending or, to the best
of Performance Guarantor's knowledge threatened against or affecting Performance
Guarantor or any of its properties, in or before any court, arbitrator or other
body, that could reasonably be expected to have a material adverse effect on (i)
the business, properties, condition (financial or otherwise) or results of
operations of Performance Guarantor and its Subsidiaries taken as a whole, (ii)
the ability of Performance Guarantor to perform its obligations under this
Undertaking, or (iii) the validity or enforceability of any of this Undertaking
or the rights or remedies of Recipient hereunder. Performance Guarantor does not
have any material Contingent Obligations not provided for or disclosed in the
financial statements referred to in Section 6(d).
Section 7. SUBROGATION; SUBORDINATION. Notwithstanding anything to the
contrary contained herein, until the Guaranteed Obligations are paid in full
Performance Guarantor: (a) will not enforce or otherwise exercise any right of
subrogation to any of the rights of Recipient, the Agent or any Lender against
any Originator or ECM, (b) hereby waives all rights of
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subrogation (whether contractual, under Section 509 of the United States
Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient,
the Agent and the Lenders against any Originator or ECM and all contractual,
statutory or legal or equitable rights of contribution, reimbursement,
indemnification and similar rights and "claims" (as that term is defined in the
United States Bankruptcy Code) which Performance Guarantor might now have or
hereafter acquire against any Originator or ECM that arise from the existence or
performance of Performance Guarantor's obligations hereunder, (c) will not claim
any setoff, recoupment or counterclaim against any Originator or ECM in respect
of any liability of Performance Guarantor to such Originator or ECM and (d)
waives any benefit of and any right to participate in any collateral security
which may be held by Secured Parties, the Agent or the Lenders. The payment of
any amounts due with respect to any indebtedness of any Originator or ECM now or
hereafter owed to Performance Guarantor is hereby subordinated to the prior
payment in full of all of the Guaranteed Obligations. Performance Guarantor
agrees that, after the occurrence of any default in the payment or performance
of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx
for or otherwise attempt to collect any such indebtedness of any Originator or
ECM to Performance Guarantor until all of the Guaranteed Obligations shall have
been paid and performed in full. If, notwithstanding the foregoing sentence,
Performance Guarantor shall collect, enforce or receive any amounts in respect
of such indebtedness while any Obligations are still unperformed or outstanding,
such amounts shall be collected, enforced and received by Performance Guarantor
as trustee for Recipient (and its assigns) and be paid over to Recipient (or its
assigns) on account of the Guaranteed Obligations without affecting in any
manner the liability of Performance Guarantor under the other provisions of this
Undertaking. The provisions of this Section 7 shall be supplemental to and not
in derogation of any rights and remedies of Recipient under any separate
subordination agreement which Recipient may at any time and from time to time
enter into with Performance Guarantor.
Section 8. TERMINATION OF PERFORMANCE UNDERTAKING. Performance
Guarantor's obligations hereunder shall continue in full force and effect until
the Final Payout Date, PROVIDED THAT this Undertaking shall continue to be
effective or shall be reinstated, as the case may be, if at any time payment or
other satisfaction of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the bankruptcy, insolvency, or
reorganization of any Originator or ECM or otherwise, as though such payment had
not been made or other satisfaction occurred, whether or not Recipient (or its
assigns) is in possession of this Undertaking. No invalidity, irregularity or
unenforceability by reason of the federal bankruptcy code or any insolvency or
other similar law, or any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall
impair, affect, be a defense to or claim against the obligations of Performance
Guarantor under this Undertaking.
Section 9. EFFECT OF BANKRUPTCY. This Performance Undertaking shall
survive the insolvency of any Originator or ECM and the commencement of any case
or proceeding by or against any Originator or ECM under the federal bankruptcy
code or other federal, state or other applicable bankruptcy, insolvency or
reorganization statutes. No automatic stay under the federal bankruptcy code
with respect to any Originator or ECM or other federal, state or other
applicable bankruptcy, insolvency or reorganization statutes to which any
Originator or ECM is subject shall postpone the obligations of Performance
Guarantor under this Undertaking.
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Section 10. SETOFF. Regardless of the other means of obtaining payment
of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby
authorized at any time and from time to time, but only during the existence of
an Amortization Event, without notice to Performance Guarantor (any such notice
being expressly waived by Performance Guarantor) and to the fullest extent
permitted by law, to set off and apply any deposits and other sums against the
obligations of Performance Guarantor under this Undertaking then past due for
more than two (2) Business Days.
Section 11. TAXES. All payments to be made by Performance Guarantor
hereunder shall be made free and clear of any deduction or withholding (except
for taxes excluded under Section 10.1 of the Credit and Security Agreement). If
Performance Guarantor is required by law to make any deduction or withholding on
account of tax (except for taxes excluded under Section 10.1 of the Credit and
Security Agreement) or otherwise from any such payment, the sum due from it in
respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, Recipient receive a net
sum equal to the sum which they would have received had no deduction or
withholding been made.
Section 12. FURTHER ASSURANCES. Performance Guarantor agrees that it
will from time to time, at the request of Recipient (or its assigns), provide
information relating to the business and affairs of Performance Guarantor as
Recipient may reasonably request. Performance Guarantor also agrees to do all
such things and execute all such documents as Recipient (or its assigns) may
reasonably consider necessary or desirable to give full effect to this
Undertaking and to perfect and preserve the rights and powers of Recipient
hereunder.
Section 13. SUCCESSORS AND ASSIGNS. This Performance Undertaking shall
be binding upon Performance Guarantor, its successors and permitted assigns, and
shall inure to the benefit of and be enforceable by Recipient and its successors
and assigns. Performance Guarantor may not assign or transfer any of its
obligations hereunder without the prior written consent of each of Recipient and
the Agent. Without limiting the generality of the foregoing sentence, Recipient
may assign or otherwise transfer the Agreements, any other documents executed in
connection therewith or delivered thereunder or any other agreement or note held
by them evidencing, securing or otherwise executed in connection with the
Guaranteed Obligations, or sell participations in any interest therein, to any
other entity or other person, and such other entity or other person shall
thereupon become vested, to the extent set forth in the agreement evidencing
such assignment, transfer or participation, with all the rights in respect
thereof granted to the Secured Parties herein.
Section 14. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Undertaking nor consent to any departure by Performance
Guarantor therefrom shall be effective unless the same shall be in writing and
signed by Recipient, the Agent and Performance Guarantor. No failure on the part
of Recipient to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.
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Section 15. NOTICES. All notices and other communications provided for
hereunder shall be made in writing and shall be addressed as follows: if to
Performance Guarantor, at the address set forth beneath its signature hereto,
and if to Recipient, at the addresses set forth beneath its signature to the
Credit and Security Agreement, or at such other addresses as each of Performance
Guarantor or any Recipient may designate in writing to the other. Each such
notice or other communication shall be effective (1) if given by telecopy, upon
the receipt thereof, (2) if given by mail, three (3) Business Days after the
time such communication is deposited in the mail with first class postage
prepaid or (3) if given by any other means, when received at the address
specified in this Section 15.
Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
NEW YORK.
Section 17. CONSENT TO JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF PROVIDER AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED
IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF THE PERFORMANCE
GUARANTOR AND RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM.
Section 18. BANKRUPTCY PETITION. Performance Guarantor hereby covenants
and agrees that, prior to the date that is one year and one day after the
payment in full of all outstanding senior Indebtedness of Conduit, it will not
institute against, or join any other Person in instituting against, Conduit any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States.
Section 19. MISCELLANEOUS. This Undertaking constitutes the entire
agreement of Performance Guarantor with respect to the matters set forth herein.
The rights and remedies herein provided are cumulative and not exclusive of any
remedies provided by law or any other agreement, and this Undertaking shall be
in addition to any other guaranty of or collateral security for any of the
Guaranteed Obligations. The provisions of this Undertaking are severable, and in
any action or proceeding involving any state corporate law, or any state or
federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of Performance Guarantor hereunder
would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of Performance Guarantor's liability under this
Undertaking, then, notwithstanding any other provision of this Undertaking to
the contrary, the amount of such liability shall, without any further action by
Performance Guarantor or Recipient, be automatically limited and reduced to the
highest amount
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that is valid and enforceable as determined in such action or proceeding. Any
provisions of this Undertaking which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Unless otherwise specified, references herein to "SECTION"
shall mean a reference to sections of this Undertaking.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to
be executed and delivered as of the date first above written.
EQUIFAX INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
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