(i) With respect to an Employee Benefit Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of the Threshold Amount pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or Title IV of ERISA, or (ii) a Termination Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other Termination Events that have occurred, could reasonably be expected to have a Material Adverse Effect.