Common use of Acceleration and Termination Clause in Contracts

Acceleration and Termination. If any Event of Default shall have occurred and be continuing, the Owner Trustee shall, at the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminated, and send to Waste Management and Fleet a Notice of No Further Designation, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Waste Management; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to Waste Management or any of its Subsidiaries under the Bankruptcy Code, (A) the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Waste Management. The Owner Trustee shall not be deemed to have knowledge of an Event of Default unless it receives written notice thereof.

Acceleration and Termination. If Upon the occurrence of any Event of Default shall have occurred and be continuingdescribed in Sections 11.01(f) or 11.01(g) other than with respect to a Subsidiary that is a Non-Guarantor Domestic Subsidiary or an Foreign Subsidiary, the Owner Trustee shall, at Revolving Credit Commitments shall automatically and immediately terminate and the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminatedunpaid principal amount of, and send to Waste Management any and Fleet a Notice of No Further Designationall -132- 134 accrued interest on, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment the Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts accrued fees shall automatically become and be forthwith immediately due and payable, without presentment, demand, protestor protest or other requirements of any kind (including, or further without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrowers; providedand upon the occurrence and during the continuance of any other Event of Default (including, howeverwithout limitation, that an Event of Default described in the event of an actual Sections 11.01(f) or deemed entry of an order for relief 11.01(g) with respect to Waste Management a Subsidiary that is a Non-Guarantor Domestic Subsidiary or an Foreign Subsidiary), the Administrative Agent shall at the request, or may with the consent, of the Requisite Lenders, by written notice to the Company, (i) declare that all or any portion of its Subsidiaries under the Bankruptcy CodeRevolving Credit Commitments are terminated, (A) whereupon the Revolving Credit Commitments and the obligation of the Trust each Lender to increase the amounts drawable under the Master make any Loan hereunder and of each Lender or Issuing Bank to issue or participate in any Letter of Credit by designating additional Fleet Letters not then issued shall immediately terminate, and/or (ii) declare the unpaid principal amount of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations any and all such amounts accrued and unpaid interest on the Obligations to be, and the same shall automatically become and be thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Management. The Owner Trustee shall not be deemed to have knowledge of an Event of Default unless it receives written notice thereofthe Borrowers.

Acceleration and Termination. If Upon the occurrence of any Event of Default described in SECTIONS 10.1(f) or 10.1(g), the Revolving Credit Commitments and the obligation to issue Letters of Credit shall automatically and immediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Obligations shall automatically become immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrower; and upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent may, in the Administrative Agent's reasonable discretion, and shall, at the request of the Requisite Lenders, by written notice to the Borrower, (i) declare that the Revolving Credit Commitments are terminated, whereupon the Revolving Credit Commitments and the obligation of each Lender to make any Loan or issue any Letter of Credit hereunder shall immediately terminate, and/or (ii) require the Borrower to provide cash collateral in an amount equal to all Letter of Credit Obligations and/or (iii) declare the unpaid principal amount of and any and all accrued and unpaid interest on the obligations to be, and the same shall thereupon be, immediately due and payable, without any other presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrower. The Administrative Agent may also exercise its rights and remedies pursuant to SECTION 3.2(b)(iii). In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Owner Trustee Administrative Agent or the Requisite Lenders shall have accelerated the maturity of the Loans pursuant to this SECTION 10.2(a), the Administrative Agent on behalf of the Lenders may, and upon direction from the Requisite Lenders shall, at proceed to protect and enforce their rights and remedies under this Agreement, the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminated, and send to Waste Management and Fleet a Notice of No Further Designation, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Waste Management; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to Waste Management Notes or any of its Subsidiaries under the Bankruptcy Codeother Loan Documents by suit in equity, (A) action at law or other appropriate proceeding, whether for the obligation specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, including to the full extent permitted by applicable law the obtaining of the Trust EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to increase enforce the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations and all such amounts shall automatically become and be due and payable, without presentment, demand, protest payment thereof or any notice of any kind, all of which are hereby expressly waived by Waste Management. The Owner Trustee shall not be deemed to have knowledge of an Event of Default unless it receives written notice thereofother legal or equitable right.

Acceleration and Termination. If Notwithstanding anything in Section 362 of the Bankruptcy Code, but subject to the applicable DIP Financing Order, any Event of Default unused Commitments shall have occurred automatically and be continuingimmediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Owner Trustee shall, at the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminated, and send to Waste Management and Fleet a Notice of No Further Designation, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts accrued fees shall automatically become and be forthwith immediately due and payable, without presentment, demand, protestor protest or other requirements of any kind (including, or further without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower; providedand upon the occurrence and during the continuance of any other Event of Default, howeverthe Administrative Agent shall at the request, that in or may with the event consent, of an actual or deemed entry of an order for relief with respect the Requisite Lenders, by written notice to Waste Management or any of its Subsidiaries under the Bankruptcy CodeBorrower, (Ai) declare that any unused Commitments are terminated, whereupon any unused Commitments and the obligation of each Lender to make any Loan hereunder shall immediately terminate, and/or (ii) declare the Trust to increase the amounts drawable under the Master Letter unpaid principal amount of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations any and all such amounts accrued and unpaid interest on the Obligations to be, and the same shall automatically become and be thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower. The Owner Trustee In addition, the Administrative Agent may with the consent of the Requisite Lenders, and shall not at the request of the Requisite Lenders, exercise on behalf of itself and the Lenders all rights and remedies available under the Loan Documents and applicable law; provided, that with respect to the enforcement of Liens or other remedies with respect to the Collateral, the Administrative Agent shall provide the Borrower (with a copy to counsel for the U.S. Trustee) with notice pursuant to the DIP Financing Orders; in any hearing after the giving of the aforementioned notice, the only issue that may be deemed to have knowledge of raised by any party in opposition thereto being whether, in fact, an Event of Default unless it receives written notice thereofhas occurred and is continuing.

Acceleration and Termination. If Upon the occurrence of ---------------------------- any Event of Default shall have occurred and be continuingdescribed in Sections 12.1(f) or 12.1(g), the Owner Trustee shall, at the written direction of the Majority, (i) declare the obligation of the Trust ---------------- ------- Lenders' respective obligations to increase the amounts drawable make Revolving Loans under the Master Letter of Revolving Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit Commitments and to renew current Designated Letters of Credit to be terminatedAcquisition Facility Revolving Loans under the Acquisition Facility Commitments shall automatically and immediately terminate and the unpaid principal amount of, and send to Waste Management any and Fleet a Notice of No Further Designationall accrued interest on, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment the Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts accrued fees shall automatically become and be forthwith immediately due and payable, without presentment, demand, protestor protest or other requirements of any kind (including, or further without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower and the Parent Guarantor; providedand upon the occurrence and during the continuance of any other Event of Default, howeverthe Agent shall at the request, or may with the consent, of the Requisite Lenders, by written notice to the Borrower, (i) declare that in the event of an actual or deemed entry of an order for relief with respect Lenders' respective obligations to Waste Management or any of its Subsidiaries make Revolving Loans under the Bankruptcy CodeRevolving Credit Commitments and Acquisition Facility Revolving Loans under the Acquisition Facility Commitments are terminated, (A) the whereupon such obligation of the Trust each Lender to increase the amounts drawable under the Master make any Revolving Loan and Acquisition Facility Revolving Loan hereunder and of each Lender or Issuing Bank to issue or participate in any Letter of Credit by designating additional Fleet Letters not then issued shall immediately terminate, and/or (ii) declare the unpaid principal amount of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations any and all such amounts accrued and unpaid interest on the Obligations to be, and the same shall automatically become and be thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Management. The Owner Trustee shall not be deemed to have knowledge of an Event of Default unless it receives written notice thereofthe Borrower and the Parent Guarantor.

Acceleration and Termination. If Upon the occurrence of any Event of Default described in Sections 11.1(f) or 11.1(g) with respect to the Borrower, any unused Term Commitments shall have occurred automatically and be continuingimmediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Owner Trustee shall, at the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminated, and send to Waste Management and Fleet a Notice of No Further Designation, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts accrued fees shall automatically become and be forthwith immediately due and payable, without presentment, demand, protestor protest or other requirements of any kind (including, or further without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower; providedand upon the occurrence and during the continuance of any other Event of Default, howeverthe Administrative Agent shall at the request, that in or may with the event consent, of an actual or deemed entry of an order for relief with respect the Requisite Lenders, by written notice to Waste Management or any of its Subsidiaries under the Bankruptcy CodeBorrower, (Ai) declare that any unused Term Commitments are terminated, whereupon any unused Term Commitments and the obligation of each Lender to make any Loan hereunder shall immediately terminate, and/or (ii) declare the Trust to increase the amounts drawable under the Master Letter unpaid principal amount of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations any and all such amounts accrued and unpaid interest on the Obligations to be, and the same shall automatically become and be thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower. The Owner Trustee In addition, the Administrative Agent may with the consent of the Requisite Lenders, and shall not at the request of the Requisite Lenders, exercise on behalf of itself and the Lenders all rights and remedies available under the Loan Documents and applicable law, provided that the ability of the Administrative Agent to take any such action requested or consented to by the Requisite Lenders in respect of the Collateral will be deemed subject to have knowledge the terms and provisions of an Event of Default unless it receives written notice thereofthe Intercreditor Agreement.

Acceleration and Termination. If Upon the occurrence of any Event of Default shall have occurred and be continuingdescribed in Sections 11.1(f) or 11.1(g) with respect to the Borrower, the Owner Trustee shall, at Revolving Credit Commitments and any unused Term Commitments shall automatically and immediately terminate and the written direction of the Majority, (i) declare the obligation of the Trust to increase the amounts drawable under the Master Letter of Credit by designating additional Fleet Letters of Credit as Designated Letters of Credit and to renew current Designated Letters of Credit to be terminatedunpaid principal amount of, and send to Waste Management any and Fleet a Notice of No Further Designationall accrued interest on, and (ii) declare all outstanding Reimbursement Obligations, all Interest Payment the Obligations and all other amounts payable hereunder to be forthwith due and payable, whereupon such Reimbursement Obligations, all such Interest Payment Obligations and all such amounts accrued fees shall automatically become and be forthwith immediately due and payable, without presentment, demand, protestor protest or other requirements of any kind (including, or further without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower and each Qualified Borrower; providedand upon the occurrence and during the continuance of any other Event of Default, howeverthe Administrative Agent shall at the request, that in or may with the event consent, of an actual or deemed entry of an order for relief with respect the Requisite Lenders, by written notice to Waste Management or any of its Subsidiaries under the Bankruptcy CodeBorrower, (Ai) declare that the Revolving Credit Commitments and any unused Term Commitments are terminated, whereupon the Revolving Credit Commitments and any unused Term Commitments and the obligation of the Trust each Lender to increase the amounts drawable under the Master make any Loan hereunder and of each Lender to issue or participate in any Letter of Credit by designating additional Fleet Letters not then issued shall immediately terminate, and/or (ii) declare the unpaid principal amount of Credit as Designated Letters of Credit or to renew Interest Payment Obligations existing Designated Letters of Credit shall automatically be terminated and (B) the outstanding Reimbursement Obligations, all Interest Payment Obligations any and all such amounts accrued and unpaid interest on the Obligations to be, and the same shall automatically become and be thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Waste Managementthe Borrower and each Qualified Borrower. The Owner Trustee shall not be deemed to have knowledge In addition, upon the occurrence and during the continuance of an any Event of Default unless it receives written notice thereofDefault, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with the provisions of Section 3.4, in an amount equal to the then Letter of Credit Obligations<. In addition, the Administrative Agent may with the consent of the Requisite Lenders, and shall at the request of the Requisite Lenders, exercise on behalf of itself and the Lenders all rights and remedies available under the Loan Documents and applicable law, provided that the ability of the Administrative Agent to take any such action requested or consented to by the Requisite Lenders in respect of the Collateral will be subject to the terms and provisions of the Intercreditor Agreement>.