For a Surestay Hotel By Best Western franchise, who submits the 'Change of Ownership Application'?

• "Change of Ownership Application" means the application that is submitted to us by you or the Transferee for a new franchise agreement in connection with a Change of Ownership Transfer.

• "Change of Ownership Transfer" means any proposed Transfer that results in a change of Control of Franchisee, the Hotel, or the Hotel Site and is not otherwise permitted by this Agreement, all as set out in Subsection 13.2.3.

• 13.2.3.1 the Transferee submits a Change of Ownership Application, pays our then current Application Fee and Initial Franchise Fee, executes our then-current form of new franchise agreement and all ancillary forms, including a guaranty from a third party acceptable to us, if required;

• 13.2.3.2 you are not in default of this Agreement or any other agreements with us or our Affiliates;

• 13.2.3.3 you or the Transferee pay all amounts due to us and the Entities through the date of the Closing;

• 13.2.3.4 you execute our then-current form of voluntary termination agreement, which may include a general release, covering termination of this Agreement;

• 13.2.3.5 you conclude to our satisfaction, or provide adequate security for, any suit, action, or proceeding pending or threatened against you, us or any Entity with respect to the Hotel, which may result in liability on the part of us or any Entity;

• 13.2.3.6 you, the Transferee and/or transferee Equity Owner(s) submit to us all information related to the Transfer that we require, including applications; and

• 13.2.3.7 the Transferee meets our then-current business requirements for new franchisees and is neither a Sanctioned Person nor a Competitor.

Source: Item 23 — Receipts (FDD pages 88–286)