Common use of Total Debt to EBITDA Clause in Contracts

Total Debt to EBITDA. EBIT (from 6.1(a) item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guarantees of the Debt of others $ (xi) Debt secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - xiv) $ (xiv) Ratio of (xv) to (iv) : Maximum ratio: 3.50:1.00 CREDIT AGREEMENT - B2 - DATED . WASTE MANAGEMENT, INC. By: Name: Title: By: Name: Title: WASTE MANAGEMENT OF CANADA CORPORATION By: Name: Title: By: Name: Title: WM QUÉBEC INC. By: Name: Title: By: Name: Title: CREDIT AGREEMENT SCHEDULE C FORM OF ASSIGNMENT AGREEMENT [see references in Sections 1.1(9) and 10.2(1)(g)] We refer to Section [6.3(1)(c)] of the credit agreement dated as of March 24, 2016 between Waste Management of Canada Corporation and WM Québec Inc., as Borrowers, Waste Management, Inc. and others, as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this certificate that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows:

Total Debt to EBITDA. EBIT (from 6.1(a) §9.1 item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. the Borrower and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guarantees Guaranties of the Debt Indebtedness of others $ (xi) Debt Indebtedness secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - – xiv) $ (xiv) Ratio of (xv) to (iv) : Maximum ratio: 3.50:1.00 CREDIT AGREEMENT - B2 - DATED . WASTE MANAGEMENT, INC. By: Name: Title: By: Name: Title: WASTE MANAGEMENT OF CANADA CORPORATION By: Name: Title: By: Name: Title: WM QUÉBEC INC. By: Name: Title: By: Name: Title: CREDIT AGREEMENT SCHEDULE C EXHIBIT D FORM OF ASSIGNMENT AND ACCEPTANCE Dated as of , Reference is made to the REVOLVING CREDIT AGREEMENT [see references in Sections 1.1(9) and 10.2(1)(g)] We refer to Section [6.3(1)(c)] of the credit agreement dated as of March 24October 15, 2016 between Waste Management of Canada Corporation 2004 (as amended and WM Québec Inc., as Borrowers, Waste Management, Inc. and others, as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced in effect from time to time (time, the “Credit Agreement”), by and among WASTE MANAGEMENT, INC., a Delaware corporation (the “Borrower”), WASTE MANAGEMENT HOLDINGS, INC., a wholly-owned Subsidiary of the Borrower (the “Guarantor”), certain Banks, and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”). All Capitalized terms used in this certificate that are herein and not otherwise defined in the Credit Agreement will shall have the meanings defined assigned to such terms in the Credit Agreement. For value received, [ ] (the “Assignor” ”) and [ ] (the “Assignee” named below ”) hereby agree as follows:

Total Debt to EBITDA. EBIT (from 6.1(a) §9.1 item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guarantees Guaranties of the Debt Indebtedness of others $ (xi) Debt Indebtedness secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - — xiv) $ (xiv) Ratio of (xv) to (iv) ___ : ___ Maximum ratio: 3.50:1.00 CREDIT AGREEMENT - B2 - DATED ___________________________________________. WASTE MANAGEMENT, INC. By: Name: Title: By: Name: Title: WASTE MANAGEMENT OF CANADA CORPORATION By: Name: Title: By: Name: Title: WM QUÉBEC INC. By: Name: Title: By: Name: Title: CREDIT AGREEMENT SCHEDULE C FORM OF ASSIGNMENT AGREEMENT [see references in Sections 1.1(9) 1.1.9 and 10.2(1)(g)10.2] We The undersigned refer to Section [6.3(1)(c)] of the credit agreement dated as of March 24, 2016 30 November 2005 between Waste Management of Canada Corporation and WM Québec Inc.Corporation, as BorrowersBorrower, Waste Management, Inc. and othersWaste Management Holdings, Inc., as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this certificate Assignment Agreement that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows:

Total Debt to EBITDA. EBIT (from 6.1(a) item (c) above) $ (i) Plus: Depreciation expense $ (ii) Amortization expense $ (iii) EBITDA (sum of (i) through (iii)) $ (iv) The sum of the following (calculated on a consolidated basis for Waste Management Inc. and its Subsidiaries): Indebtedness for borrowed money $ (v) Obligations for deferred purchase price of property or services (other than trade payables) $ (vi) Obligations evidenced by debt instruments $ (vii) Obligations under conditional sales $ (viii) Obligations, liabilities and indebtedness under Capitalized Leases $ (ix) Obligations, liabilities and indebtedness under bonding arrangements $ (x) (to the extent that a surety has been called upon to make payment on a bond) Guarantees of the Debt of others $ (xi) Debt secured by liens or encumbrances on property $ (xii) Reimbursement obligations with respect to letters of credit $ (xiii) Total Debt (sum of v - xiv) $ (xiv) Ratio of (xv) to (iv) : Maximum ratio: 3.50:1.00 DATED . CREDIT AGREEMENT - B2 - DATED . WASTE MANAGEMENT, INC. By: Name: Title: By: Name: Title: WASTE MANAGEMENT OF CANADA CORPORATION By: Name: Title: By: Name: Title: WM QUÉBEC INC. By: Name: Title: By: Name: Title: CREDIT AGREEMENT SCHEDULE C FORM OF ASSIGNMENT AGREEMENT [see references in Sections 1.1(9) and 10.2(1)(g)] We refer to Section [6.3(1)(c)] of the credit agreement dated as of March 24, 2016 7 November 2012 between Waste Management of Canada Corporation and WM Québec Inc., as Borrowers, Waste Management, Inc. and others, as Guarantors, The Bank of Nova Scotia, as Administrative Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the “Credit Agreement”). All terms used in this certificate that are defined in the Credit Agreement will have the meanings defined in the Credit Agreement. For value received, the “Assignor” and the “Assignee” named below hereby agree as follows: