54

54. Notwithstanding the foregoing, the Reinsurer shall have the right to terminate this Agreement at any time upon not less than ___ days prior written or electronic notice to the Ceding Company upon the occurrence of either one or both of the following events: (i) a "Ceding Company Change in Control" (as defined below), and (ii) a downgrade of the Ceding Company's Standard & Poor's financial strength rating below AA or a downgrade of the... Ceding Company's Moody's financial strength rating below Aa2. For the purposes of this Agreement, a "Ceding Company Change in Control" will be deemed to occur in the event that (i) the ownership in Security Capital Assurance Ltd ("SCA"), by the Reinsurer or by the Reinsurer and its affiliates falls below thirty-five percent (35%) or (ii) SCA's direct or indirect ownership interest in the issued and outstanding shares of voting securities of the Ceding Company falls below ninety-five percent (95%). View More