Honeoye Storage Corporation

Original Volume No. 1A

Effective Date: 08/01/2000, Docket: CP00- 93-003, Status: Effective

Original Sheet No. 102 Original Sheet No. 102 : Effective

11.2 Warranty. Customer or Replacement Customer warrants for itself, its successors,

and assigns, that it has, or will have, at the time of delivery of the Gas for

injection hereunder good title to such Gas and/or good right to cause the Gas to be

delivered to Seller for Storage. Customer or Replacement Customer warrants for

itself, its successors, and assigns, that the Gas it warrants hereunder shall be free

and clear of all liens, encumbrances or claims, that it will indemnify and save

Seller harmless from all suits, actions, debts, accounts, damages, costs, losses, and

expenses arising from or out of adverse claims of any and all persons to said Gas

and/or to royalties, taxes, license fees, or charges thereon which are directly

applicable to such delivery of Gas and that it will indemnify and save Seller

harmless 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 Section of these General Terms and Conditions and Rate Schedules FSS and

ISS, 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 service agreement(s)

between Seller and Customer. Either Seller or Customer may assign any of its

rights or obligations under its service agreement(s) 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 or obligations under its service agreement(s), including its

rights to receive payments, to any other entity, and Customer will execute any

consent agreement with such entity and provide such certificates and other

documents as Seller may reasonably request in connection with any such

assignment. Customer also may assign or pledge its service agreements 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, except as provided in Section 7 of Rate Schedule FSS, or except as

mandated by Section 284.242 of the Regulations of the Commission, neither party