Common use of Cafeteria Clause in Contracts

Cafeteria. Tenant shall continue to operate the cafeteria located on the first floor of the Building, as indicated, on Exhibit “F” attached hereto being the northeast and southeast quadrants of the first floor, through the Expiration Date of the Lease. Tenant agrees to allow the employees, customers and/or vendors of Landlord and other tenants in the Building to utilize the cafeteria services in the Building, in accordance with Tenant’s policies associated with the cafeteria usage. Until June 30, 2005, Tenant will continue its contract with its existing vendor to operate the cafeteria. If there is an operating loss with respect to the cafeteria, Tenant will submit an invoice with evidence setting forth the operating losses of the cafeteria to Landlord. Landlord shall reimburse Tenant upon receipt of the invoice and adequate evidence demonstrating the operating loss (without markup) within thirty (30) days. If Tenant fails to operate the cafeteria, Landlord shall be permitted to contract directly with Aramark or a cafeteria vendor of Landlord’s choice to operate the cafeteria. Notwithstanding the foregoing, prior to the Landlord operation or New Tenant or any other tenant in the future utilizing the cafeteria, the Landlord and New Tenant ,and any other tenant will be required to enter into an indemnity agreement with Tenant under terms and conditions required by Tenant (the “Indemnification Agreement”). New Tenant and any other tenant in the future shall provide evidence of general liability insurance in amounts as required by Tenant, naming Tenant as an additional insured as its interest may appear. Landlord shall also provide evidence to Tenant of an A+ rated commercial general liability insurance policy which encompasses the cafeteria with limits at the minimum of $2,000,000.00 per occurrence, naming Tenant as an additional insured.

Cafeteria. Landlord shall furnish and equip a full service cafeteria in a certain space (the "Cafeteria Space") of approximately 3,000 square feet of Rentable Area in the location to be specified in the Base Building Plans, in accordance with the Preliminary Plans and the Cafeteria Plan to be prepared by Landlord consistent with the Preliminary Plans and approved by Tenant. Tenant shall continue enter into a contract with the operator selected by Tenant, acting with input from and consultation with Landlord. The initial cost of constructing, furnishing, and equipping such Cafeteria Space in accordance with the Preliminary Plans and the Cafeteria Plan to operate be prepared by Landlord and approved by Tenant shall be included as part of the Base Building. The Cafeteria Space shall be included in the calculation of the number of square feet of Rentable Area in the Premises. In addition, and notwithstanding any contrary provision herein, all costs incurred by Landlord in connection with such cafeteria including, without limitation, utilities, janitorial and repairs and maintenance of furniture, fixtures and equipment shall be included as part of Operating Costs. Tenant shall be responsible for all costs incurred in connection with any Alteration to the Cafeteria and any operating losses in connection herewith. No failure of performance on the part of any operator of the cafeteria located on within the first floor of the Building, as indicated, on Exhibit “F” attached hereto being the northeast and southeast quadrants of the first floor, through the Expiration Date of Cafeteria Space shall constitute a default by Landlord under the Lease. Tenant agrees may change the operator of the Cafeteria at any time and at Tenant's cost; Tenant shall consult with Landlord in good faith to allow replace such operator with an alternative qualified food service vendor. Tenant may discontinue operation of the employeesCafeteria Space at any time and use the Cafeteria Space for other purposes permitted hereby, customers and/or vendors but on the expiration or termination of the Lease, the Cafeteria Space and all equipment installed therein by Landlord and other tenants in as part of the Base Building (or replacements thereto) shall be surrendered to utilize the cafeteria services in the Building, Landlord in accordance with Tenant’s policies associated with the cafeteria usage. Until June 30, 2005, Tenant will continue its contract with its existing vendor to operate the cafeteria. If there is an operating loss with respect to the cafeteria, Tenant will submit an invoice with evidence setting forth the operating losses of the cafeteria to Landlord. Landlord shall reimburse Tenant upon receipt of the invoice and adequate evidence demonstrating the operating loss (without markup) within thirty (30) days. If Tenant fails to operate the cafeteria, Landlord shall be permitted to contract directly with Aramark or a cafeteria vendor of Landlord’s choice to operate the cafeteria. Notwithstanding the foregoing, prior to the Landlord operation or New Tenant or any other tenant in the future utilizing the cafeteria, the Landlord and New Tenant ,and any other tenant will be required to enter into an indemnity agreement with Tenant under terms and conditions required by Tenant (the “Indemnification Agreement”). New Tenant and any other tenant in the future shall provide evidence of general liability insurance in amounts as required by Tenant, naming Tenant as an additional insured as its interest may appear. Landlord shall also provide evidence to Tenant of an A+ rated commercial general liability insurance policy which encompasses the cafeteria with limits at the minimum of $2,000,000.00 per occurrence, naming Tenant as an additional insuredSection 12.1.

Cafeteria. 46.01. [Tenant, through a third-party operator, operates a cafeteria (herein called the “Cafeteria”) on the third (3rd) 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 located on Cafeteria and/or (ii) continue to make the first floor of the Building, as indicated, on Exhibit “F” attached hereto being the northeast and southeast quadrants of the first floor, through the Expiration Date of the Lease. Tenant agrees Cafeteria available to allow the employees, customers and/or vendors of Landlord and 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 utilize Landlord (herein called a “Closing Notice”), to cease to (i) operate the cafeteria services in Cafeteria or (ii) make the Cafeteria available to other tenants of 9 If as of the Surrender Date Tenant is no longer operating the Cafeteria, Article 46 should be deleted. the Building, in accordance with Tenant’s policies associated with effective at any time during the cafeteria usage. Until June 30, 2005, term of the lease without liability of any kind to Landlord (and Landlord will indemnify Tenant will continue its contract with its existing vendor to operate the cafeteria. If there is an operating loss with respect to the cafeteria, Tenant will submit an invoice with evidence setting forth the operating losses any claims made by other tenants of the cafeteria Building), such effective date to Landlord. Landlord shall reimburse Tenant upon receipt of the invoice and adequate evidence demonstrating the operating loss (without markup) within thirty (30) days. If Tenant fails to operate the cafeteria, Landlord shall be permitted to contract directly with Aramark or a cafeteria vendor of Landlord’s choice to operate the cafeteria. Notwithstanding the foregoing, prior to the Landlord operation or New Tenant or any other tenant set forth in the future utilizing the cafeteria, the Landlord and New Tenant ,and any other tenant will be required to enter into an indemnity agreement with Tenant under terms and conditions required by Tenant (the “Indemnification Agreement”). New Tenant and any other tenant in the future shall provide evidence of general liability insurance in amounts as required by Tenant, naming Tenant as an additional insured as its interest may appear. Landlord shall also provide evidence to Tenant of an A+ rated commercial general liability insurance policy which encompasses the cafeteria with limits at the minimum of $2,000,000.00 per occurrence, naming Tenant as an additional insuredClosing Notice.

Cafeteria. Tenant Landlord shall continue provide services to operate the existing cafeteria located on in the first floor Common Areas of the Building (the “Cafeteria”) (whether operated by Landlord or by an independent contractor) for use by Tenant and other tenants and occupants in the Building; provided, however, that if Landlord’s (or such contractor as Landlord may employ) commercially reasonable operation of the Cafeteria is sufficiently proven to Tenant to not be economically viable (i.e., incapable of operating other than at a net loss), as indicatedmay be confirmed by Tenant’s reasonable review of Landlord’s books and operating records relating to the Cafeteria, at Tenant’s election, then Landlord shall allow Tenant to either (i) elect to pay to the Cafeteria operator, on Exhibit “F” attached hereto being a monthly basis, its pro rata share (based on a fraction, the northeast and southeast quadrants numerator of which would be the first floor, through the Expiration Date number of the Lease. Tenant agrees to allow the Tenant’s employees, customers and/or vendors and the denominator of Landlord and other which would be the total number of employees of tenants in the Building that have elected to utilize participate in use of the cafeteria services in Cafeteria (the Building“Cafeteria Pro Rata Share”)) of the amount of money required each month to permit the Cafeteria operator’s operation to break even; or (ii) elect not to pay such amount, in accordance which case Landlord shall be relieved of the obligation to provide an operational Cafeteria. If Tenant elects to pay its Cafeteria Pro Rata Share, then Landlord shall ensure that the Cafeteria remains operational and in any such month when the Cafeteria operator requires payment of the Cafeteria Pro Rata Share by Tenant (i.e., operates at a net loss), the Cafeteria operator will provide Tenant with a written statement of income and expenses for Tenant’s review, along with Tenant’s policies associated with Cafeteria Pro Rata Share that is due. Landlord agrees that it shall not permit the cafeteria usageemployees of any tenant of the Building that does not elect to participate in using the Cafeteria to have access to or use of the Cafeteria and the services provided there. Until June 30Tenant may elect at any time during the Lease Term to stop paying such Cafeteria Pro Rata Share to the Cafeteria operator, 2005, Tenant will continue its contract with its existing vendor at which such time Landlord shall be relieved from any obligation to operate the cafeteriaCafeteria. If there The operator of the Cafeteria from time to time may modify the hours of operation, the menu or the method of service; provided, however, that the Cafeteria will, at a minimum, be open on Business Days for service of breakfast food from 7:30 a.m. to 9:30 a.m. and service of lunch meals (the lunch menu consisting of at least one hot entree, a cold cut bar and a salad bar each day) from 11:30 a.m. to 1:30 p.m. whenever the Cafeteria is an operating loss with respect required to be operational during the cafeteriaLease Term. Subject to Landlord’s approval (such approval not to be unreasonably withheld, conditioned or delayed) and reasonable rules and regulations, and the rights of others in common thereto, Tenant will submit an invoice with evidence setting forth shall have the operating losses of right to use the cafeteria to Landlord. Landlord shall reimburse Tenant upon receipt of Cafeteria for meetings and other functions during those hours that the invoice and adequate evidence demonstrating the operating loss (without markup) within thirty (30) days. If Tenant fails to operate the cafeteria, Landlord shall be permitted to contract directly with Aramark or a cafeteria vendor of Landlord’s choice to operate the cafeteria. Notwithstanding the foregoing, prior to the Landlord Cafeteria is not in operation or New Tenant or any other tenant in the future utilizing the cafeteria, the Landlord and New Tenant ,and any other tenant will be required to enter into an indemnity agreement with Tenant under terms and conditions required by Tenant (the “Indemnification Agreement”). New Tenant and any other tenant in the future shall provide evidence of general liability insurance in amounts as required by Tenant, naming Tenant as an at no additional insured as its interest may appear. Landlord shall also provide evidence to Tenant of an A+ rated commercial general liability insurance policy which encompasses the cafeteria with limits at the minimum of $2,000,000.00 per occurrence, naming Tenant as an additional insuredcharge.

Cafeteria. Tenant shall continue have no access or permit to operate use the existing cafeteria (“Landlord’s Cafeteria”) located on the first floor of the Building, as indicated, on Exhibit “F” attached hereto being the northeast and southeast quadrants of the first floor, through the Expiration Date of the Lease. Tenant agrees to allow the employees, customers and/or vendors of Landlord and other tenants in the Building to utilize the cafeteria services in the Building, other than as provided in accordance with Tenant’s policies associated with subsection (c) below. (a) Landlord shall provide to Tenant the cafeteria usage. Until June 30, 2005, Tenant will continue its contract with its existing vendor contact information used by Landlord to operate the cafeteria. If there is an operating loss with respect procure food service to the cafeteria, Landlord’s Cafeteria. Tenant will submit an invoice with evidence setting forth may arrange to have food service delivered to the operating losses of Premises from the cafeteria to Landlordvendor used by Landlord or any other reasonable and reputable food provider in the area. Landlord shall reimburse Tenant upon receipt of the invoice and adequate evidence demonstrating the operating loss (without markup) within thirty (30) days. If Tenant fails to operate the cafeteria, Landlord shall be permitted to contract directly receive such deliveries at the Premises, or Landlord will receive such deliveries on Tenant’s behalf in accordance with Aramark Sections 9.1 and 25; provided, however, Landlord shall have no obligation to receive food service deliveries on Tenant’s behalf after Tenant’s Cafeteria (as defined below) has been constructed and tendered to Tenant for Tenant’s operation and use. (b) Landlord shall promptly commence construction of a 400 sq. ft. cafeteria as depicted on Exhibit F attached hereto, and in accordance with the Construction Rider attached hereto as Exhibit E (“Tenant’s Cafeteria”). Tenant shall pay Landlord $100,000.00 in the manner provided hereafter for Landlord’s work in constructing Tenant’s Cafeteria. Tenant shall pay to Landlord an initial amount of $50,000.00 upon execution of this Lease. Upon completion and delivery of Tenant’s Cafeteria to Tenant, Tenant’s Cafeteria shall automatically become a part of the Premises without need of any further action on the part of Landlord or Tenant, and Tenant shall pay as Additional Rent $20.00 per sq. ft., annually for rental of Tenant’s Cafeteria. Also, upon completion and delivery to Tenant of Tenant’s Cafeteria, Tenant shall commence payment of an additional $50,000.00, amortized monthly over a cafeteria vendor five (5) year period. If the Lease should terminate for any reason or expire without Tenant’s election to extend the Term at any point prior to payment of the full five (5) year’s of amortization of the additional $50,000.00, the remaining unamortized amount shall become immediately due and payable to Landlord by Tenant. Landlord shall have no obligation to operate or furnish food services of any kind to Tenant’s Cafeteria. (c) During the period of construction of Tenant’s Cafeteria, Tenant’s existing employees may have temporary use of Landlord’s choice to operate Cafeteria, using such method of access as Landlord may reasonably designate. Tenant shall ensure that its employees observe the cafeteria. Notwithstanding the foregoingsame rules, prior regulations and customary practices with regard to the Landlord operation or New Tenant or any other tenant in the future utilizing the cafeteria, the Landlord use of Landlord’s Cafeteria as are consistently applied to and New Tenant ,and any other tenant will be required to enter into an indemnity agreement with Tenant under terms and conditions required observed by Tenant (the “Indemnification Agreement”). New Tenant and any other tenant in the future shall provide evidence of general liability insurance in amounts as required by Tenant, naming Tenant as an additional insured as its interest may appearLandlord’s employees. Landlord shall also provide evidence not be liable to Tenant for any loss, injury or other damage to Tenant or Tenant’s employees from any cause arising out of an A+ rated commercial general liability insurance policy which encompasses Tenant or Tenant’s employees’ use of or presence in the cafeteria with limits at confines of Landlord’s Cafeteria and Tenant hereby waives all claims against Landlord for any such loss, injury or damage and the minimum cost and expense of $2,000,000.00 per occurrencedefending against claims relating thereto, naming except to the extent of any loss, injury or damage caused by Landlord’s gross negligence or willful misconduct. Tenant shall indemnify, protect, defend and hold Landlord and Landlord’s Representatives harmless from and against any Claims arising from the acts or omissions of Tenant or Tenant’s employees while using or within Landlord’s Cafeteria, and any loss, injury or damage, howsoever and by whomsoever caused, to any person or property, occurring as an additional insureda result of such use of Landlord’s Cafeteria (including any such loss, injury or damage to Tenant or Tenant’s employees), excepting only Claims caused by the gross negligence or willful misconduct of Landlord or Landlord’s Representatives and Landlord’s Visitors. Tenant’s permission as granted herein by Landlord to use Landlord’s Cafeteria shall expire immediately upon Landlord’s completion and delivery of Tenant’s Cafeteria to Tenant for Tenant’s use and operation.