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GUARANTEE AGREEMENT <br /> THIS AGREEMENT is made as of March 8, 1993, by the undersigned <br /> ("Guarantor"). <br /> RECITALS: <br /> A. Guarantor's second tier subsidiary, Waste Management Collection and <br /> Recycling, Inc. ("Proposer") is responding to a request for proposal dated January 15, 1993 <br /> issued by the City of Santa Ana (the "RFP"); <br /> B. As a condition to the award of a contract pursuant to the RFP, <br /> Guarantor has been required to guarantee the Obligations (as hereinafter defined) on the <br /> terms stated herein; <br /> C. It is in the best interests of Guarantor to guarantee the Obligations; <br /> D. The term "Obligations" as used herein means any and all debts, <br /> financial obligations, and liabilities of Proposer to the City of Santa Ana, arising out of a <br /> contract awarded pursuant to the RFP. <br /> COVENANTS: <br /> IN CONSIDERATION of these premises, the Guarantor hereby agrees as <br /> follows: <br /> 1. The Guarantor hereby (a) unconditionally guarantees the full and <br /> prompt payment of the Obligations when due; and (b) agrees to pay all costs, expenses and <br /> reasonable attorneys' fees incurred by the City of Santa Ana in enforcing this Agreement. <br /> 2. Prior to presentation of a claim hereunder, the City of Santa Ana shall <br /> be obligated to: (a) take reasonable steps to secure performance of the contract by <br /> Proposer; and (b) take reasonable steps to obtain the payment of the Obligations. <br /> 3. The City of Santa Ana shall have the exclusive right, which may be <br /> exercised from time to time without diminishing or impairing the liability of the Guarantor <br /> in any respect, and without notice of any kind to the Guarantor, to: (a) determine how, <br /> when and what application of payments, credits and collection, if any, shall be made on the <br /> Obligations and accept partial payments; and (b) with or without consideration, grant, <br /> permit or enter into any waiver, amendment, extension, modification, indulgence, <br /> compromise,settlement, subordination, discharge or release of(i) any of the Obligations and <br /> any agreement relating to any of the Obligations, (ii) any obligations of any other person <br /> or entity liable for payment or performance of any of the Obligations, and any agreement <br /> relating to such obligations, and (iii) any collateral or security or agreement relating to <br /> collateral or security for any of the foregoing. <br /> ii <br />