Steuben Gas Storage Company

Original Volume No. 1

Effective Date: 06/27/1996, Docket: CP96- 35-002, Status: Effective

Original Sheet No. 151 Original Sheet No. 151 : Effective

GENERAL TERMS AND CONDITIONS

(Continued)

from all taxes or assessments which may be directly levied and

assessed upon such delivery and which are by law payable and

the obligation of the party making such delivery.

11.3 Waivers. No waiver by either Seller or Customer of any one or

more defaults by the other in the performance of any

provisions hereunder shall operate or be construed as a waiver

of any future default or defaults, whether of a like or a

different character. Seller shall retain the right to waive,

with respect to Customer, any obligation imposed on Customer

under any Section of these General Terms and Conditions and

Rate Schedules FS and IS, if Seller does so in a non-discriminatory

manner.

11.4 Assignments. Any company which shall succeed by purchase,

merger or consolidation to the properties, substantially as an

entirety, of Customer or of Seller, as the case may be, shall

if eligible, be entitled to the rights and shall be subject to

the obligations of its predecessor in title under the

Agreement between Seller and Customer. Either Seller or

Customer may assign any of its rights or obligations under

the Agreement to a financially responsible corporation with

which it is affiliated at the time of such assignment.

Furthermore, Seller may, as security for its indebtedness,

assign, mortgage or pledge any of its rights under the

Agreement including its rights to receive payments, to any

other entity. Customer also may assign or pledge the Agreement

under the provisions of any mortgage, deed of trust, indenture

or similar instrument which it has executed or may hereafter

execute covering substantially all of its properties.

Otherwise, neither party shall assign the Agreement or any of

its rights thereunder unless it first shall have obtained the

consent thereto in writing of the other party, except as

provided in Section 7 of Rate Schedule FS, or except as

mandated by Section 284.242 of the Regulations of the

Commission, or except that (1) Customer acknowledges that

Seller intends to make a collateral assignment of the

Agreement to Seller's lenders in connection with obtaining

non-recourse financing, and (2) Customer agrees, by executing

the Agreement, that if lenders with a security interest in the

Agreement succeed to Seller's interest by foreclosure or

otherwise, such Customer shall accord to such lenders the same