25F - AGMT EXTENSION OF THE SOLID WASTE SERVICES

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Except as set forth above, WASTE MANAGEMENT hereby waives diligence, presentment, demand on the Contractor for payment, filing of claims, requirement of a prior proceeding against the Contractor and protest or notice, except as provided for in the Agreement with respect to amounts payable by the Contractor. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy, or reorganization of the Contractor or WASTE MANAGEMENT or otherwise, WASTE MANAGEMENT's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by the Beneficiary. WASTE MANAGEMENT represents the Beneficiary as of the date hereof that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery, and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation, or contractual restriction binding on it or its assets; and (3) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, the Beneficiary agrees that WASTE MANAGEMENT shall be subrogated to rights of the Beneficiary against the Contractor in respect of any amounts paid by WASTE MANAGEMENT pursuant to the Guarantee. WASTE MANAGEMENT acknowledges that the Contractor is a direct or indirect subsidiary of WASTE MANAGEMENT and that WASTE MANAGEMENT will receive substantial benefit from the performance of the Agreement. Neither this Guarantee nor the Agreement may be amended without the advance written consent of WASTE MANAGEMENT and the Beneficiary. No amendment shall be effective unless set forth in a written instrument so executed. If WASTE MANAGEMENT shall default in the performance of its obligations hereunder, WASTE MANAGEMENT shall pay to the Beneficiary all costs incurred by the Beneficiary in enforcing its rights hereunder against WASTE MANAGEMENT, including reasonable attorney fees and court costs. Any notice or other communication required or permitted by the terms hereof shall be in writing and shall be given in a commercially reasonable manner to WASTE MANAGEMENT at 1001 Fannin, 40a' Floor, Houston TX 77002, Attention: General Counsel, or to such other address as WASTE MANAGEMENT shall specify in writing to the Beneficiary at its above-