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have been fulfilled by Waste Management prior to termination) as are contained herein and with priority equal to that hereof; provided, however, that Beneficiary shall promptly cure any default of Waste Management susceptible to cure by Beneficiary, with all monetary defaults being subject to cure. Upon execution and delivery of such new Lease, City shall cooperate with the new tenant, at the expense of the said new tenant, in taking such action as shall be necessary to cancel and discharge this Lease and to remove Waste Management or such Successor-in-Interest from the Premises. In such event the ownership of the improvements shall be deemed to have been transferred directly to such transferee of Waste Management's interest in this Lease and the provisions of Sections 7.2 and 7.4 hereof causing such improvements to become the property of City in the event of termination of this Lease shall be ineffective as applied to any such termination. 8.2 Assignment, Except in the case of a "Permitted Transfer" (defined below), Waste Management shall not assign or transfer, whether voluntarily, involuntarily, or by operation of law, its interest in this Lease or any part of the Premises except upon prior written approval of City which approval shall not be unreasonably withheld, conditioned or delayed. 8.3 Sublease. Except in the case of a "Permitted Transfer" (defined below), Waste Management shall not sublet any portion of the Premises without the prior written approval of City which approval shall not be unreasonably withheld, conditioned or delayed. 8.4 Permitted Transfer. Notwithstanding anything to the contrary contained in the Lease, City's consent shall not be required for any assignment of this Lease or sublease of all or a portion of the Premises to an Affiliate (as defined below) of Waste Management ("Permitted Transferee") so long as City receives notice of such transfer within thirty (30) days of such transfer. As used herein, an "Affiliate" means any entity that (A) controls, is controlled by, or is undercommon control with Waste Management, (B) results from the transferof all or substantially all of Waste Management's assets or stock, (C) results from the merger or consolidation of Waste Management with another entity, or (D) an entity formed by partnership where Control is maintained . "Control" means the direct or indirect ownership of fifty percent (50%) or more of the voting securities of an entity or possession of the right to vote fifty(50%) or more of the voting interest in the ordinary direction of the entity's affairs. 8.5 Warranty Regarding Title. City warrants and represents that it has good and marketable title to the Property, free of all liens and encumbrances. 9. INSURANCE; INDEMNIFICATION 9.1 Duty to Maintain Insurance. Waste Management shall obtain insurance in commercially reasonable form for commercially reasonable limits substantially in the form as set forth in Exhibit D. Copy certificates of insurance shall be furnished to City after execution of this Lease and prior to Waste Management's entry. 9.2 Policy Obligations. Waste Management's indemnity and other obligations shall not be limited by the foregoing insurance requirements. 9,3 Increases in Minimum Policy Limits, For insurance with no statutory limit, and for which no other provision 622009-1 12