Citigroup (C)

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee and/or Superior Lessor, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing and all mortgages which may now or hereafter affect the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”, and any lease to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease is herein called “Superior Lessor.”

5.02. Landlord hereby represents and warrants that (i) as of the date hereof there are no Superior Leases and (ii) the only existing Superior Mortgage as of the date hereof is that certain Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Rents, dated as of the date hereof, by Landlord in favor of Westdeutsche Immobilienbank AG (such mortgage being herein called the “Existing Superior Mortgage”).

5.03. (a) Tenant hereby acknowledges its receipt of a fully executed subordination, non-disturbance and attornment agreement (herein called an “SNDA Agreement”) with respect to the Existing Superior Mortgage in the form annexed hereto as Exhibit D.

(b) With respect to any and all future Superior Mortgages and Superior Leases, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee or Superior Lessee, as the case may be, of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “Superior Mortgagee SNDA Agreement”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D, modify the Term, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this

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lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37.

ARTICLE 6

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee and/or Superior Lessor, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing and all mortgages which may now or hereafter affect the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”, and any lease to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease is herein called “Superior Lessor.”

5.02. Landlord hereby represents and warrants that (i) as of the date hereof there are no Superior Leases and (ii) the only existing Superior Mortgage as of the date hereof is that certain Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Rents, dated as of the date hereof, by Landlord in favor of Westdeutsche Immobilienbank AG (such mortgage being herein called the “Existing Superior Mortgage”).

5.03. (a) Tenant hereby acknowledges its receipt of a fully executed subordination, non-disturbance and attornment agreement (herein called an “SNDA Agreement”) with respect to the Existing Superior Mortgage in the form annexed hereto as Exhibit D.

(b) With respect to any and all future Superior Mortgages and Superior Leases, the provisions of Section 5.01 shall be conditioned upon the execution

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and delivery by and between Tenant and any such Superior Mortgagee or Superior Lessee, as the case may be, of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “Superior Mortgagee SNDA Agreement”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D, modify the Term, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37.

ARTICLE 6

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages which may now or hereafter affect

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the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”.

5.02. Landlord hereby represents and warrants that there is no Superior Mortgage as of the date hereof.

5.03. (a) Intentionally Omitted.

(b) With respect to any and all future Superior Mortgages, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “Superior Mortgagee SNDA Agreement”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D, modify the term of this lease, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37.

5.04. Tenant’s interest in this lease, as this lease may be modified, amended, restated or supplemented, shall not be subject or subordinate to any other lease respecting all or any portion of the Real Property, including, without limitation, any ground leases.

ARTICLE 6

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee and/or Superior Lessor, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing and all mortgages which may now or hereafter affect the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”, and any lease to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease is herein called “Superior Lessor.”

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5.02. Landlord hereby represents and warrants that ***[(i) as of the date hereof there are no Superior Leases]***⁷ and (ii) the only existing Superior Mortgage as of the date hereof is that certain [                                        ] (such mortgage being herein called the “Existing Superior Mortgage”).

5.03. (a) Tenant hereby acknowledges its receipt of a fully-executed subordination, non-disturbance and attornment agreement (herein called an “SNDA Agreement”) with respect to the Existing Superior Mortgage in the form annexed hereto as Exhibit D.

(b) With respect to any and all future Superior Mortgages and Superior Leases, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee or Superior Lessee, as the case may be, of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “Superior Mortgagee SNDA Agreement”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D, modify the Term, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37.

ARTICLE 6

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages which may now or hereafter affect the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”.

5.02. Landlord hereby represents and warrants that the only existing Superior Mortgage as of the date hereof is that certain [                                        ] (herein called the “Existing Superior Mortgagee”; such mortgage being herein called the “Existing Superior Mortgage”).

5.03. (a) Tenant hereby acknowledges its receipt of a fully-executed subordination, non-disturbance and attornment agreement (herein called an “SNDA Agreement”) with respect to the Existing Superior Mortgage in the form annexed hereto as Exhibit D.

(b) With respect to any and all future Superior Mortgages, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “Superior Mortgagee SNDA Agreement”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D, modify the term of this lease, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37.

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5.04. Tenant’s interest in this lease, as this lease may be modified, amended, restated or supplemented, shall not be subject or subordinate to any other lease respecting all or any portion of the Real Property, including, without limitation, any ground leases.

ARTICLE 6