Tenant Opportunity. Means the opportunity to become the lessee under a mutually agreed upon lease arrangement of a property owned or subsequently acquired by the MSH Parties if the MSH Parties, in their sole discretion, determine that (i) consistent with MSH's status as a REIT, the MSH Parties are required to enter into such a lease arrangement for such property, including without limitation a hotel or similar type of facility and (ii) the OPCO Parties or an entity that the OPCO Parties control is qualified to be
... the lessee based on -3- experience in the industry and financial and legal qualifications. A Tenant Opportunity shall not include (1) a property which already has an existing lessee as of the date of this Agreement (or, with respect to a property acquired subsequent to the date of this Agreement, which has an existing binding lessee arrangement that predates the acquisition of the property by the MSH Parties), provided that the MSH Parties shall offer any such lessee interest to the OPCO Parties if the lessee interest subsequently becomes available), (2) an opportunity in which the seller of the property (or any affiliate or designee of the seller) desires to enter into a lease agreement with the MSH Parties, or (3) a property which has at any time been leased from any of the MSH Parties to any of the OPCO Parties. The OPCO Parties shall have the right from time to time to provide written notice to the MSH Parties specifying certain criteria for a Tenant Opportunity in addition to the criteria specified above in this definition of Tenant Opportunity. Any such written notice from the OPCO Parties may be modified or canceled by written notice given by the OPCO Parties at any time. The definition of Tenant Opportunity shall be modified as appropriate from time to time in accordance with any such written notices sent by the OPCO Parties. The offer shall be made by written notice (the "OPCO Notice") from the OPCO Parties to the MSH Parties, which OPCO Notice shall contain a detailed description of the material terms and conditions of the REIT Opportunity. The MSH Parties shall have twenty days (the "Twenty-Day Period") from the date of receipt of the OPCO Notice to notify the OPCO Parties in writing that it has accepted or rejected the REIT Opportunity. If the MSH Parties do not respond by the end of the Twenty-Day Period, the MSH Parties shall be deemed to have rejected the REIT Opportunity. If the MSH Parties accept a REIT Opportunity, but subsequently decide not to pursue such opportunity, or for any other reason fail to consummate the REIT Opportunity, the MSH Parties shall immediately provide written notice that they are no longer pursuing such REIT Opportunity to the OPCO Parties. Notwithstanding the provisions set forth in this Section 2(a), the OPCO Parties may make a limited minority investment or contribution as part of a lease arrangement with a party that is not a Controlled Affiliate of the OPCO Parties in a bona fide arm's-length transaction; provided that such investment does not materially impact the OPCO -------- Parties' financial and legal qualifications to lease and manage additional MeriStar properties.
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