Citigroup (C)

Cafeteria

46.01. ***[Tenant, through a third-party operator, operates a cafeteria (herein called the “Cafeteria”) on the third (3^rd) floor of the Building.]***⁹ If requested by Landlord but subject to Tenant’s consent, Landlord’s payment of the Cafeteria Charge and the other terms and conditions set forth in this Article 46, Tenant shall permit the Cafeteria to be used by other tenants of the Building but only for so long as Tenant continues to operate the Cafeteria for its own use. Tenant shall not unreasonably withhold its consent to make the Cafeteria available to such other tenants in the Building; provided, that, Tenant shall not be deemed to have unreasonably withheld its consent to permit such use by other tenants, if (i) in Tenant’s sole judgment, the Cafeteria does not have sufficient capacity to accommodate other tenants in the Building, it being understood and agreed that, among other things, Tenant may take into account any supplemental use of the Cafeteria by any of Citibank Tenant’s employees occupying space at the Adjacent Parcel, (ii) any such other tenant is a competitor of any Citibank Tenant, (iii) the use of the Cafeteria by persons other than employees of a Citibank Tenant would be a violation of any Citibank Tenant’s corporate policy, and (vi) for any other reasonable reason. To the extent consented to by Tenant, such other tenants of the Building shall have the right to use the Cafeteria on the same basis and at the same rates for food charged to Tenant and Tenant’s employees.

46.02. Tenant shall have no obligation to (i) continue to operate the Cafeteria and/or (ii) continue to make the Cafeteria available to other tenants in the Building if Tenant, in its sole judgment, determines that the Cafeteria does not have sufficient capacity as set for in clause (i) of Section 46.01, and, Tenant may elect, in its sole discretion, upon written notice to Landlord (herein called a “Closing Notice”), to cease to (i) operate the Cafeteria or (ii) make the Cafeteria available to other tenants of

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the Building, effective at any time during the term of the lease without liability of any kind to Landlord (and Landlord will indemnify Tenant with respect to any claims made by other tenants of the Building), such effective date to be set forth in the Closing Notice.

46.03. The term “Cafeteria Charge” shall mean the fees payable by Landlord for the use of the Cafeteria by other tenants in the Building as is mutually agreed to by Landlord and Tenant. Landlord and Tenant shall in good faith attempt to agree on the Cafeteria Charge, which determination shall take into account the fact that Tenant pays for all costs of operating, equipping and maintaining the cafeteria as well as Fixed Rent and Additional Charges respecting the space in which the Cafeteria is located. Any dispute between Landlord and Tenant as to whether to the Cafeteria Charge shall be resolved by arbitration in accordance with the provisions of Article 37.