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200806452 (f) any pro rata distribution (including a rights offering) to all holders of a class of Equity Interests or Indebtedness of the Company, including Persons who are Affiliates of the Company; and (g) any transaction involving sales of gas, electric capacity, energy, ancillary services, transmission services and products, steam, emissions credits, fuel, fuel transportation and fuel storage in the ordinary course of business on terms that are no less favorable (as reasonably determined by the Company) to the Company than those that would have been obtained in a comparable transaction by the Company with an unrelated Person. Section 8.18. Business Activities. The Company will not engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company. Section 8.19. Continuing Disclosure Undertaking. So long as any Bonds are outstanding, the Company will comply with its Continuing Disclosure Agreement dated as of the Issue Date, entered into by the Company for the benefit of the Bondholders in accordance with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. Section 8.20. Compliance Certificate. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer's Certificate stating that a review of the activities of the Company during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement in all material respects and is not in default in the performance or observance of any of the terms, provisions and conditions of this Agreement (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Bonds is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company's fiscal year ends December 31st. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 8.19 hereof shall be accompanied by a written statement of the Company's independent public accountants (who shall be Vitale, Caturano & Company, Ltd. or another firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of this Article VIII in so far as such provisions relate to financial and 4834-8191-0786.7 49