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minimum rental and Lessee shall continue to pay to City minimum rental as provided herein. 28. ASSIGNMENT A. Except as provided in this Section, Lessee shall not assign or encumber its interest in this lease or in the premises or sublease all or any part of the premises (including, without limitation, any licensing or concession agreement) or allow any other person or entity (except Lessee's authorized representatives) to occupy or use all or any part of the premises without first obtaining City's written consent, which shall not be unreasonably withheld, provided, however, that nothing contained herein shall prohibit Lessee from conducting a hotel business on the premises, including the renting of guest rooms or meeting rooms, training sessions, seminars, exhibits and conferences, in accordance with the terms of this lease, nor require Lessee to obtain City's consent thereto. Lessee shall have the right to encumber its leasehold interests in accordance with the provisions of this Section. Any assignment, encumbrance or sublease with out City's consent shall be voidable, and, at City's election, shall constitute a default. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section. B. If Lessee or any approved successor is a partnership, a withdrawal or change, voluntarily, involuntarily or by operation of law, of the partner or partners owning twenty-five percent (25%) or more of the partnership, or the dissolution of the partnership, or the transfer of any interest resulting from the death or in capacity of a partner, shall be deemed a voluntary assignment requiring City's consent; provided, however, that a transfer of any interest among the partners or to an entity wholly owned or controlled by the partner making the transfer, shall not be deemed a prohibited assignment or an assignment which requires the consent of City. C. If Lessee or an approved successor is a corporation, any dissolution, merger, consolidation, or other reorganization of Lessee, or the sale or transfer of more than fifty percent (50%) of the capital stock of Lessee, or more than fifty percent (50%) of the value of the assets of Lessee, shall be deemed a voluntary assignment requiring City's consent. D. Anything contained in this Section to the contrary notwithstanding, a transfer by Lessee or an approved successor hereunder of the leasehold estate or any interest therein, to an entity wholly owned or controlled by Lessee or approved successor shall not constitute a voluntary assignment or require the prior approval of City. Nothing contained herein shall prohibit the Lessee or require the consent of City to a transfer of any interest by Lessee resulting from a sale of stock or interest by the Lessee to the public through a recognized exchange or over-the-counter. 25