Honeoye Storage Corporation

Original Volume No. 1A

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

Original Sheet No.103 Original Sheet No.103 : Effective

shall assign its service agreement(s) or any of its rights thereunder unless it first

shall have obtained the consent thereto in writing of the other party.

11.5 Creditworthiness. Seller shall not be required to commence service or, subject to

the following provisions, to continue to provide service and may terminate a

Agreement with any Customer under Rate Schedule FSS and/or Service

Agreements under Rate Schedule ISS, if:

(1) Customer is or has become insolvent;

(2) Customer has applied for bankruptcy under Chapter 11 of the Bankruptcy

Code, or a similar state bankruptcy statute;

(3) Customer, when requested by Seller to demonstrate creditworthiness, fails

to do so in Seller's reasonable judgement, in light of previous payment

experience and changes thereto and the prudent credit analysis of

information available; provided, however, that any such Customer that is

receiving service shall continue to receive service for a period of fifteen

(15) Days after written notice by Seller of any such circumstance, and

shall continue thereafter to receive service if, within such fifteen (15) Day

notice period, such Customer:

(i) deposits with Seller and maintains, on account, an amount which

would be due for three (3) Months service at the full contract

quantities set forth in the Service Agreement; or

(ii) furnishes good and sufficient security, which may include an

acceptable standby letter of credit, or monthly prepayment

agreement or other security as reasonably determined by Seller, of

a continuing nature and in an amount equal to such amounts which

would be due for service. If such payment on account or payment

security is not received within such fifteen (15) Day notice period,

Seller may, without waiving any rights or remedies it may have,

suspend further service for a period of ten (10) Days. If such

payment on account or a payment security is not received within

such ten (10) Day suspension period, then Seller shall no longer be

obligated to continue to provide service to such Customer.