Annexes, Appendices and Footnotes The annexes, appendices and footnotes to this Agreement constitute an integral part of this Agreement.
Exhibits The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Exhibits and Schedules The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
Shift Schedules 1501 Shift schedules for a minimum of a four (4) week period shall be posted at least two (2) weeks in advance of the beginning of the scheduled period. Shifts within the minimum four (4) week period shall not be altered after posting except by mutual agreement between the nurse(s) concerned and the Employer. Requests for specific days off duty shall be submitted in writing at least two (2) weeks prior to posting and granted, if possible in the judgment of the Employer. 1502 Requests for interchanges in posted shifts or a portion thereof shall also be submitted in writing, co-signed by the nurse willing to exchange shifts with the applicant. Where reasonably possible, interchanges in posted shifts are to be completed within the posted shift schedule. It is understood that any change in shifts or days off initiated by the nurses and approved by the Employer shall not result in overtime costs to the Employer. 1503 Night shift shall be considered as the first shift of each calendar day. 1504 Master rotations for each nursing unit shall be planned by the Employer in meaningful consultation with the nurse(s) concerned. The process for meaningful consultation shall include: Employer proposes a master rotation including the Employer established criteria and provides to Nurses concerned Nurses are provided reasonable time to submit feedback and/or an alternate master rotation for consideration. The amended or new master rotation is provided to Nurses for review. Nurses are provided with a reasonable time to submit feedback. At each step of the consultation process the Union will be provided with the new or revised master rotation to ensure contract compliance. Employer has the sole discretion to select the new master rotation and provides rationale for the selection. Master Rotations shall, unless otherwise mutually agreed between the nurse(s) concerned and the Employer, observe the conditions listed hereinafter: (a) a minimum of fifteen hours (15) off between assigned shifts. (b) (i) a minimum of forty-seven (47) hours off at one time, or
Exhibits and Schedules Incorporated The Exhibits and Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.
Amendments to Schedules The Schedules to this Agreement form an integral part of this Agreement. The Schedules may be amended or replaced from time to time by the parties who will evidence their approval thereof by initialing a new Schedule dated as of the effective date of such amendment or replacements.
LIST OF EXHIBITS AND SCHEDULES Exhibit 2.1 Form of Revolving Credit Note Exhibit 2.3 Form of Term Loan Note Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of August 5, 2020, by and among PNC Bank, National Association (successor to BBVA USA) (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), Youchange, Inc., an Arizona corporation (“Youchange”), Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent One”), and Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Guarantors”).
Schedules Schedules to this Agreement form a part of it.
Definitions and Schedules 1.1 Words and phrases contained in this Agreement (whether capitalized or not) that are not defined in this Agreement have the meanings given to them in the Electricity Act, 1998, the Ontario Energy Board Act, 1998, any regulations made under either of those Acts, or the Code. 1.2 The following schedules form part of this Agreement: Schedule A – Application and Connection Cost Agreement (recitals) Schedule B – Single Line Diagram, Connection Point and Location of Facilities (section 2.3) Schedule C – List of Other Contracts (section 3.4) Schedule D – Technical and Operating Requirements (section 4.1(d)) Schedule E – Billing and Settlement Procedures (section 5.3) Schedule F – Contacts for Notice (section 12.1) Schedule G – Dispute Resolution (section 16.1) 1) Where a schedule is to be completed by the Parties, the Parties may not include in that schedule a provision that would be contrary to or inconsistent with the Code or the remainder of this Agreement.