Operator and Food and Beverage Operators. The initial Operator (i.e. Morgans Hotel Group Management LLC, a Delaware limited liability company), and the initial Food and Beverage Operator(s) (i.e. 495 Xxxxx LLC, a Delaware limited liability company, SC Xxxxx LLC, a Delaware limited liability company, and China Grill Management BD, Inc., a Florida corporation), each as identified in Exhibit B attached hereto, have been approved by Lessor. Each successor Operator, and each successor Food and Beverage Operator which is an Affiliate of Lessee or Operator, shall be subject to the prior written approval of Lessor, which approval shall not be unreasonably withheld or delayed. No replacement of or change in any Operator, or any Food and Beverage Operator for which Lessor’s approval is required as provided herein, shall be made or permitted without obtaining Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed. Prior to giving or withholding approval of an Operator or any Food and Beverage Operator, Lessor shall have received from Lessee such information concerning the Operator or Food and Beverage Operator, as applicable, as Lessor shall reasonably require, including, without limitation, (i) evidence that the Operator has a demonstrated history of successfully operating Luxury Hotels, or that the Food and Beverage Operator has a demonstrated history of successfully operating food and beverage services in Luxury Hotels, in either case whether in the City or other areas of the United States, (ii) evidence that the Operator or Food and Beverage Operator, as applicable, or any corporate family of which the Operator or Food and Beverage Operator, as applicable, is a member, has sufficient financial resources to ensure the faithful and timely performance of the Operator or Food and Beverage Operator, as applicable, under the Management Agreement or the Food and Beverage Agreement, as applicable, and (iii) the absence of any litigation or other proceedings to which the Operator or Food and Beverage Operator, as applicable, is a party that would create a reasonable concern regarding the reputation or management skills of the Operator or Food and Beverage Operator, as applicable. Without limiting the circumstances in which Lessor may be deemed to be reasonable in withholding approval of any Operator, or Food and Beverage Operator for which Lessor’s approval is required hereunder, Lessor shall be deemed to be reasonable in withholding its approval of any Operator or Food and Be...
