Rating Services Clause Samples

Rating Services. In the event that either (a) ▇▇▇▇▇'▇ or S&P shall cease to exist and shall not thereupon be succeeded by a successor entity performing similar functions, or (b) either such corporation (or any such successor entity) shall at any time cease to maintain a ▇▇▇▇▇'▇ Rating or S&P Rating, as the case may be, the Company, each other Loan Party, each Bank and the Agent agree to enter into negotiations promptly thereafter in good faith with a view toward amending this Agreement to provide for an alternate mechanism (including, without limitation, providing for a replacement rating agency and range of ratings of the Company's long-term unsecured debt) for determining the facility fee, the letter of credit fee and the Eurocurrency Margin so as to achieve, as nearly as possible, the same economic basis for determining such fees and such margins as exists on the date of this Agreement; provided that pending an agreement as to such alternate mechanism, the Company, each other Loan Party, each Bank and the Agent agree (i) that the Utilization Fee, the Facility Fee Rate and the Eurocurrency Margin shall be determined on the basis of whichever of the ▇▇▇▇▇'▇ Rating or the S&P Rating is still maintained, if either, or (ii) if both ▇▇▇▇▇'▇ or S&P shall cease to exist or each shall cease to maintain a ▇▇▇▇▇'▇ Rating or S&P Rating, as the case may be, that the Utilization Fee, the Facility Fee Rate and the Eurocurrency Margin shall be determined on the basis of the last ▇▇▇▇▇'▇ Rating and the last S&P Rating maintained by ▇▇▇▇▇'▇ and S&P, as the case may be.