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CONSENT OF ASSIGNMENT THIS CONSENT OF ASSIGNMENT ("Consent") dated February 18, 2009, is executed by the City of Moscow, a municipal corporation of the State ofldaho (the "City"). A. Waste Management of Washington, Inc., a Delaware corporation ("Waste Management") and the City are parties to that certain Contract Regarding Solid Waste Export Services for Moscow, Idaho dated September 30, 1993 (the "Agreement"). B. Pursuant to that certain Limited Warranty Bill of Sale dated February 19, 2009 (the "Bill of Sale") by and between Waste Management and Waste Connections of Idaho, Inc., an Indiana corporation ("Waste Connections"), Waste Management is assigning all of its right, title and interest in and to the Agreement to Waste Connections. C. Pursuant to Section 13.2 Contractor may use Facilities different from the Facilities to carry out its obligations under this Contract with City's approval. D Pursuant to Sec. 18.2 of the Agreement, Waste Management may not assign the Agreement without the prior written consent of the City. Subject to the closing of the transaction contemplated in the Bill of Sale (the "Closing"), the City hereby consents to the assignment of the Agreement from Waste Management to Waste Connections; use of the Waste Connections' Finley Buttes Landfill (pursuant to Section 13.2 of the Agreement) and the substitution of Waste Connection's financial guarantee of contract performance (pursuant to Section 6.4 of the Agreement) for Waste Management's, effective as of the Closing, and acknowledges that Waste Management has satisfied all of the conditions to assignment in the Agreement. The City agrees that in the event that the Closing does not occur, this Consent shall be null and void and of no force and effect. IN WITNESS WHEREOF, the City has executed this Consent as of the date first above written. CITY OF MOSCOW a municipal corporation of the State of Idaho