Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the occurrence of any Termination Event, or any Borrower’s failure to immediately report a Termination Event in accordance with Section 9.15 hereof.

Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan, and, as a result of such event or condition, together with all other such events or conditions, any Borrower or any member of the Controlled Group shall incur, or in the reasonable good faith opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both), in excess of $500,000;

Pension Plans. It will not, and it shall ensure that each other Credit Party does not create or establish a defined benefit pension plan.

Foreign Pension Plans. Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect: # all employer and employee contributions (including insurance premiums) required from any Loan Party or any of its Affiliates by applicable law or by the terms of any Foreign Pension Plan (including any policy held thereunder) have been made, or, if applicable, accrued in accordance with normal accounting practices; # each Foreign Pension Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and # each such Foreign Pension Plan is in compliance # with all material provisions of applicable law and all material applicable regulations and regulatory requirements (whether discretionary or otherwise) with respect to such Foreign Pension Plan and # with the terms of such Foreign Pension Plan.

Pension Plans. (i) The institution of any steps by any Credit Party or any member of its Controlled Group or any applicable regulatory authority to terminate a Canadian Pension Plan or US Pension Plan (in whole or in part) if, as a result of such termination, any Credit Party is required to make an additional contribution to such Canadian Pension Plan or US Pension Plan, or to incur an additional material liability or obligation to such Canadian Pension Plan or US Pension Plan, or # a contribution failure occurs with respect to any US Pension Plan sufficient to give rise to a lien or charge under [Section 302(f)] of ERISA or under any applicable pension benefits legislation in any other jurisdiction.

Foreign Pension Plans. (i) There occurs any Foreign Plan Event or any Loan Party or an Affiliate thereof takes any action or contravenes any Applicable Law with respect to a Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect or # [[Domestic Borrower:Organization]] Zetex Limited, [[Domestic Borrower:Organization]] Zetex Semiconductors Limited or the Domestic Borrower fails to perform any obligation required by the [[Domestic Borrower:Organization]] Zetex Pension Scheme and the result of such failure is the ability of the trustees of such scheme to exercise remedies under the [[Domestic Borrower:Organization]] Zetex Pension Scheme Guarantee or the [[Domestic Borrower:Organization]] Zetex Pension Scheme Legal Charge, whether or not such remedies are actually exercised; or

Pension Plans. There shall occur one or more ERISA Events which, individually or in the aggregate, results in liability of any Credit Party or any of its Subsidiaries in excess of $2,000,000 during the term hereof and which is not paid by the applicable due date;

Pension Plans. An event or condition specified in [Sections 7.16 or 9.15]5] hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Company or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or the occurrence of any Termination Event; or

. (a) Any Person institutes steps to terminate a Pension Plan if as a result of such termination Borrower or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan; # a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under [Section 302(f)] of ERISA; # the Unfunded Liability exceeds twenty percent of the Total Plan Liability; or # there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan.

Foreign Pension Plans. (i) There occurs any Foreign Plan Event or any Loan Party or an Affiliate thereof takes any action or contravenes any Applicable Law with respect to a Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect or # [[Domestic Borrower:Organization]] Zetex Limited, [[Domestic Borrower:Organization]] Zetex Semiconductors Limited or the Domestic Borrower fails to perform any obligation required by the [[Domestic Borrower:Organization]] Zetex Pension Scheme and the result of such failure is the ability of the trustees of such scheme to exercise remedies under the [[Domestic Borrower:Organization]] Zetex Pension Scheme Guarantee or the [[Domestic Borrower:Organization]] Zetex Pension Scheme Legal Charge, whether or not such remedies are actually exercised; or