Is Americas Best Value Inn permitted to sell its ownership interests to a third party?

(b) Transfer by You.

• (i) Unless otherwise expressly permitted by this Agreement, without our prior consent, you may not sell, assign or otherwise dispose of this Agreement or any direct or indirect interest in this Agreement, your Hotel or substantially all of its assets. Any purported or attempted transfer by you—by operation of law or otherwise—in violation of this Agreement is null and void, and a material breach of this Agreement. Notwithstanding the foregoing, we will not unreasonably withhold, condition, or delay our consent to a transfer if all of the conditions of Section 12.(b)(iv) are satisfied.
• (ii) You will provide us with at least five days' prior written notice of any transfer of voting or ownership interests in you if you are an Entity, or in any of your owners if such owners are Entities, and a transfer of 33% or more of such voting or ownership interests—individually or in the aggregate, directly or indirectly—is considered a transfer of an interest in this Agreement by you, as is a transfer of a material portion of your assets.
• (iii) Neither you nor your owners (or their respective owners) may create, permit, or suffer a lien against, or pledge, mortgage, hypothecate, grant a security interest in, or in any manner encumber this Agreement (or any interest in this Agreement). Each of the acts described in the foregoing sentence, along with any leasing of your Hotel to another individual or Entity, shall be considered a transfer of an interest by you under Section 12.(b)(i).
• (iv) If you (and your owners) are in full compliance with this Agreement, then you may request our consent to a proposed transfer. We will give your request reasonable consideration but may condition our consent on compliance with certain requirements, including the following:
• (A) all your accrued monetary obligations and all other outstanding obligations to our affiliates and to us have been satisfied;
• (B) you are not in default under any provision of this Agreement or any other agreement between you and us, our affiliates, or any supplier or vendor;
• (C) you have executed a general release of all claims against us, our affiliates, and our and their respective officers, directors, owners, representatives, agents and employees;
• (D) you provide us all information or documents we request about the proposed transfer, the transferee, and its owners;

Source: Item 12 — TERRITORY (FDD pages 54–56)