(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of any Group Company or any ERISA Affiliate in an aggregate amount reasonably likely to result in a Material Adverse Effect or (ii) any contribution required to be made with respect to an Employee Benefit Arrangement in accordance with any applicable Law has not been made and the failure to make such contribution, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.