(h) is covered by insurance reasonably acceptable to the Administrative Agent;
(i) it is not covered by a negotiable document of title, unless such document and evidence of insurance covering such Spare Parts Inventory has been delivered to Administrative Agent with all necessary endorsements;
(j) it is not perishable; and
(k) it is not located in any third party warehouse or in the possession of a bailee and it is not evidenced by a Document (as defined in the UCC), unless (A) such warehouseman or bailee has delivered to Administrative Agent a Lien Waiver or (B) Administrative Agent has established a Rent and Charges Reserve.
Notwithstanding the foregoing, in no event shall (i) any Spare Parts Inventory leased by a Borrower, as lessee, under a Vendor Lease, (ii) any Spare Parts Inventory held at a leased property (other than Spare Parts Inventory on an active lease located at customer locations in the Ordinary Course of Business) unless a Lien Waiver has been obtained with respect thereto (or, if no Lien Waiver has been obtained, a Rent and Charges Reserve, has been deducted from the Borrowing Base) or (iii) any Spare Parts Inventory otherwise deemed ineligible by Administrative Agent in its Permitted Discretion, constitute Eligible Spare Parts Inventory.
Enforcement Action: any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, action in an Obligors Insolvency Proceeding or otherwise).
Engagement Letter: that certain engagement letter, dated as of April 25, 2018, between Company, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Environment: ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources, such as wetlands, flora and fauna.
Environmental Laws: any and all applicable federal, state, local, and foreign statutes, laws, rules of common law, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection or preservation of the Environment or human health or safety (to the extent related to exposure to any Hazardous Materials), or the generation, use, handling, treatment, storage, disposal, transportation, Release or threatened Release of any materials into the Environment, including those related to Hazardous Materials, air emissions and waste water discharges.
Environmental Liability: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of a Borrower, any other Obligor or any of their respective Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, disposal or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Environmental Notice: a written notice from any Governmental Authority of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Release or threatened Release of Hazardous Materials, including any complaint, summons, citation, order, claim, demand or request for information, remediation or otherwise, in each case, that would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.