Company, LLC 2927 Rte 6 Suite 13-16 Slate Hill, NY 10973 Line No. Project Tract No. UPI No. ROW No. Townshi SUBORDINATION AGREEMEN’ THIS AGREEMENT, made this __ day of Jee + 2017, by and between THE NATURE CONSERVANCY, a District of Columbia non-profit corporation offices at 4245 North Fairfax Drive, Suite 100, Arlington, Virginia 22203-1606 and authorized to do business in New York as The Nature Conservancy, Inc. with an office at 195 New Kamer Road, Suite 200, Albany, New York 12205 (hereinafter “the Conservancy”) and Millennium Pipeline Company, L.L.C., a Delaware limited liability company, of 1 Blue Hill Plaza, P.O. Box 1565, Pearl River, NY 10965 (hereinafter “Millennium”, witnesseth as follows: WHEREAS, the Conservancy transferred and conveyed certain premises situate in the ‘Town of Deerpark, County of Orange and State of New York (the “Ginseng Premises”) to Ginseng Up Corporation (“Ginseng”) by deed dated October 16, 1985 and recorded on October 21, 1985 in the Orange County Clerk’s Office in Liber 2428 of Deeds at page 135 a copy of which is attached hereto as Exhibit “A” and made a part hereof (the “Ginseng Deed"); and WHEREAS, said conveyance from the Conservancy to Ginseng was made subject to certain Covenants and Servitudes set forth on Schedule “B” of the Ginseng Deed (the “Covenants”); and WHEREAS, the Conservancy amended the Covenants (the “Amended Covenants") in a certain Amendment of Covenants and Servitudes with N-H Farms, Inc. by instrument recorded on October 20, 1995 in the Orange County Clerk’s Office in Liber 4290 of Deeds at page 162 a copy of which is attached hereto as Exhibit “B” and made a part hereof (the “N-H Deed”); and WHEREAS, Anthony Limbardo (“Limbardo”) is the current owner of certai situate in the Town of Deerpark, County of Orange and State of New York more particularly described in a deed dated August 27, 2015 and recorded on November 9, 2015 in the Orange County Clerk's Office in Liber 13968 of Deeds at page 149 which premises are a portion of the premises conveyed in the Ginseng Deed (the “Premises”); andWHEREAS, the Premises are, therefore, subject to the Covenants and Amended Covenants; and WHEREAS, Limbardo has granted a right of way and easement to Millennium by instrument entitled “New York Right-of-Way Agreement * dated June 10, 2016 and recorded on June 20, 2016 in the Orange County Clerk's Office in Liber 14065 of Deeds at page 1897 and by instrument entitled “Amendment to New York Right-of-Way Agreement “ dated June 10, 2016 and recorded on June 20, 2016 in the Orange County Clerk's Office in Liber 14065 of Deeds at page 1887, copies of which are attached hereto as Exhibit “C” and made a part hereof (collectively. the “Millennium Agreements”) which grants to Millennium certain rights in and to a portion of the Premises as more particularly set forth therein; and WHEREAS, Millennium desires that the Conservancy release any rights it may have to enforce the Covenants and Amended Covenants on those areas as shown in the Millennium Agreements as 2 result of the granting of the Millennium Agreements by Limbardo and the exercise by Millennium of the rights granted to Millennium under the Millennium Agreements, and WHEREAS, the Conservancy has a legal obligation to defend the integrity of its conservation lands and work diligently to prevent a loss of conservation values as defined in the Covenants; and WHEREAS, the Conservancy has conducted site meetings with Millennium personnel, assessed both the environmental impacts of the construction activities and legal implications of releasing the Conservancy's rights of enforcement under the Covenants within the proposed Millennium Agreements, and WHEREAS, the Federal Energy Regulatory Commission has conducted an environmental assessment of the project entitled “Eastern System Upgrade Project - Environmental Assessment = Millennium Pipeline Company, LLC - FERC Docket No. 16-486-000" dated March 2017 (the “Environmental Assessment”) which has been reviewed by the Conservaney; and WHEREAS, Millennium has agreed to develop and implement an enhanced site restoration plan, attached hereto as Exhibit “D”, in consultation with the Conservancy that goes above and beyond Millennium’s typical regrading, soil stabilization and reseeding to include revegetating of the temporary work spaces with trees and shrubs characteristic of the surrounding forest (the “Site Restoration Plan”); and WHEREAS, Millennium has agreed to obtain a Performance Bond or Cash Deposit in an Escrow account of not less than $25,000 prior to beginning construction activities to guarantee the satisfactory completion of restoration work to be described in the Site Restoration Plan which the Conservancy may have recourse to if the restoration work is not satisfactorily completed; andWHEREAS, the Conservancy has determined that the proposed project as set forth in Millennium Pipeline Company, LLC's “Easter System Upgrade Resource Reports”, in conjunction with an enhanced Site Restoration Plan, will likely not constitute a more than insignificant impact on the conservation values as defined in the Covenants, specifically, and without limitation, the preservation and protection of wetlands and riparian habitat, flood plain, timber and other native plants and wildlife habitat; and WHEREAS, based on the above considerations the Conservancy is willing to release any rights it may have to enforce the Covenants and Amended Covenants on those areas as shown on the attached Exhibit C as a result of the granting of the Millennium Agreements by Limbardo and the exercise by Millennium of the rights granted to Millennium under the Millennium Agreements do so; Now, therefore, in consideration of the above and the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Conservancy and Millennium hereby agree as follows: 1. The recital paragraphs set forth above are hereby made a part of this ‘Agreement as if set forth herein in full, 2. Notwithstanding the order or time of filing or recordation of the Ginseng Deed or Millennium Agreements, or any other document or instrument, the rights of Conservancy under the Ginseng Deed and the N-H Deed, including without limitation the rights of the Conservancy pursuant to the Covenants and Amended Covenants, are hereby subordinated to the Millennium Agreements and the rights of Millennium under the Millennium Agreements as though the Millennium Agreements were executed and properly recorded in the Orange County Clerk’s Office prior to the recording of the Ginseng Deed in the Orange County Clerk’s Office. 3. The Conservaney hereby consents to the prior granting of the Millennium Agreements by Limbardo to Millennium and the intended exercise by Millennium of the rights granted to Millennium pursuant to the Millennium Agreements, and releases any and all rights it has or may have to enforce the rights retained by the Conservancy in the Ginseng Deed and the N-H Deed, including without limitation the Covenants and the right of reversion contained in the Covenants and the rights retained by the Conservancy in the Amended Covenants, as a result of the granting of the Millennium Agreements by Limbardo and Da Tang to Millennium and the exercise by Millennium of the rights granted to Millennium pursuant to the Millennium Agreements. 4. The Conservancy agrees that it will not cut off or terminate the Millennium Agreements, nor disturb the possession or rights of Millennium under the Millennium Agreements, in the exercise of any right, remedy or privilege available to Conservancy at law or in equity, including but not limited to, upon any action to enforee the Covenants or any of them against the Premises or the owner of the Premises.5. ‘The Conservancy agrees that the rights under the Ginseng Deed and the Covenants and the N-H Deed and the Amended Covenants shall be and remain subordinated to the Millennium Agreements and all amendments, modifications, substitutions, renewals, extensions and replacements of the Millennium Agreements without necessity of any further act of the parties. 6. Millennium, in consultation with the Conservaney, agrees to prepare the enhanced Site Restoration Plan to include revegetating of the temporary work spaces trees and shrubs characteristic of the surrounding forest subject to the Conservancy's prior review and approval. 7. Millennium agrees to obtain a Performance Bond or deposit funds in a Cash Escrow Account for the benefit of the Conservancy in the sum of $25,000 to ensure that the site restoration is completed and maintained satisfactorily which Performance Bond or Cash Escrow Account is subject to the Conservancy's prior review and approval 8. _Limbardo shall be a third-party beneficiary of the terms and provisions of this Agreement. 9. This Agreement and the terms and provisions of this Agreement shall run with the land. 10. This Agreement and the Exhibits attached hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, 11, This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York. 12. No term or provision of this Agreement may be amended, waived, discharged or terminated orally but only by an instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought. Any waiver shall be effective only in accordance with its express terms and conditions. 13, Any provision of this Agreement which is unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, To the extent permitted by applicable law, the parties hereto hereby ‘waive any provision of law now or hereafter in effect which renders any provision hereof unenforceable in any respect. 14, This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument, 15. Unless otherwise specified herein, each Exhibit referred to in this ‘Agreement is attached hereto, and each such Exhibit is hereby incorporated by reference and made a part hereof as if fully set forth herein. +16. All rights and duties under this Agreement shall benefit and bind Conservancy and Millennium and their respective successors and assigns. WITNESS the following signature(s) and seal(s): THE NATURE CONSERVANCY _ _ oo Name: StURMT F- Gust 1 Seber aunt affine Ny MILLENNIUM PIPELINE COMPANY, L.L.C. By: Name: s Title (Acknowledgement Page Follows) cS