Common use of Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest Clause in Contracts

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (i) the Company shall, and (ii) for so long as any shares of Common Stock deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish to the Trustee and shall, upon written request, furnish to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock deliverable upon exchange of such Notes, the information with respect to itself required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (i) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (ii) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the Company, on the other hand). (b) After the Restructuring, the Company shall furnish to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Pubco is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Notwithstanding the foregoing, (i) the Company shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which Pubco is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, and (ii) any such document or report that Pubco files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be furnished to the Trustee for purposes of, and in full satisfaction of the Company’s obligations under, this Section 4.06(b) as of the time such document is filed via the XXXXX system (or such successor). (c) Delivery of the reports, information and documents described in Section 4.06(a) and (b) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with such covenants or to determine whether any reports or other documents have been (i) filed in accordance with Canadian securities laws on SEDAR, (ii) filed with the Commission or via the Commission’s XXXXX system (or any successor thereto) or (iii) posted on any website, or to participate in any conference calls. (d) Subject to Section 4.06(f) and Section 6.03(b), if a Registration Default occurs under the Registration Rights Agreement, the Company shall pay the Registration Default Additional Interest in accordance with the Registration Rights Agreement. (e) [Reserved] (f) Registration Default Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be in addition to any Additional Interest that may accrue, at the Company’s election, as the sole remedy relating to the failure to comply with the Company’s obligations under Section 4.06(b). In no event, however, will Additional Interest accrue on any day (taking into consideration any Additional Interest payable as described in Section 4.06(d) or Section 6.03(a)) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (g) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 6.03(a), the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (iat any time the Guarantor is not subject to Sections 13 and 15(d) of the Company Exchange Act, the Guarantor shall, and (ii) for so long as any of the Notes or any shares of Common Stock deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish promptly provide to the Trustee and shall, upon written request, furnish provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock deliverable upon exchange of such Notes, the information with respect to itself required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (i) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (ii) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the Company, on the other hand). (b) After the Restructuring, the The Company shall furnish provide to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Pubco the Guarantor is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Notwithstanding the foregoing, (i) the Company shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which Pubco the Guarantor is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, and (ii) any . Any such document or report that Pubco the Guarantor files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be furnished provided to the Trustee for purposes of, and in full satisfaction of the Company’s obligations under, this Section 4.06(b) as of the time such document is documents are filed via the XXXXX system (or such successor). (c) Delivery of the reports, information and documents described in Section 4.06(a) and (b) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of the Company’s and/or the Guarantor’s covenants under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s and/or the Guarantor’s compliance with such covenants or to determine whether any reports or other documents have been (i) filed in accordance with Canadian securities laws on SEDAR, (ii) filed with the Commission or via the Commission’s XXXXX system (or any successor thereto) or (iii) posted on any website, or to participate in any conference calls. (d) Subject to Section 4.06(f) and Section 6.03(b), if a Registration Default occurs under the Registration Rights Agreement, the Company shall pay the Registration Default Additional Interest in accordance with the Registration Rights Agreement. (e) [Reserved]. (f) Registration Default Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be in addition to any Additional Interest that may accrue, at the Company’s election, as the sole remedy relating to the failure to comply with the Company’s obligations under Section 4.06(b). In no event, however, will Additional Interest accrue on any day (taking into consideration any Additional Interest payable as described in Section 4.06(d) or Section 6.03(a)) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (g) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 6.03(a), the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (iat any time Pubco is not subject to Sections 13 and 15(d) of the Company Exchange Act, Pubco shall, and (ii) for so long as any of the Notes or any shares of Common Stock deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish to the Trustee and shall, promptly upon written request, furnish provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock deliverable upon exchange of such Notes, the information with respect to itself required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (i) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (ii) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the Company, on the other hand). (b) After the Restructuring, the Company The Issuer shall furnish provide to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Pubco is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Notwithstanding the foregoing, (i) the Company Issuer shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which Pubco is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, and (ii) any . Any such document or report that Pubco files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be furnished provided to the Trustee for purposes of, and in full satisfaction of the Company’s obligations under, this Section 4.06(b4.22(b) as of the time such document is documents are filed via the XXXXX system (or such successor). (c) The Trustee shall have no duty to review or analyze any reports furnished or made available to it. Delivery of the reports, information and documents described in Section 4.06(a) and (b) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s and/or the Guarantors’ compliance with any of the CompanyIssuer’s and/or the Guarantors’ covenants under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the CompanyIssuer’s and/or the Guarantors’ compliance with such covenants or to determine whether any reports or other documents have been (i) filed in accordance with Canadian securities laws on SEDAR, (ii) filed with the Commission or via the Commission’s XXXXX system (or any successor thereto) or (iii) posted on any website, or to participate in any conference calls. (d) Subject to Section 4.06(f4.22(f) and Section 6.03(b6.17(b), if a Registration Default occurs under the Registration Rights Agreement, the Company Issuer shall pay the Registration Default Additional Interest in accordance with the Registration Rights Agreement. (e) [Reserved] (f) Registration Default Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be in addition to any Additional Interest that may accrue, at the CompanyIssuer’s election, as the sole remedy relating to the failure to comply with the CompanyIssuer’s obligations under Section 4.06(b4.22(b). In no event, however, will Additional Interest accrue on any day (taking into consideration any Additional Interest payable as described in Section 4.06(d4.22(d) or Section 6.03(a6.17(a)) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (g) If Additional Interest is payable by the Company Issuer pursuant to Section 4.06(d4.22(d) or Section 6.03(a6.17(a), the Company Issuer shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (iat any time HASI is not subject to Sections 13 and 15(d) of the Company Exchange Act, HASI and the Companies shall, and (ii) for so long as any of the Notes or any shares of Common Stock deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish promptly provide to the Trustee and shall, upon written request, furnish provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock deliverable upon exchange of such Notes, the information with respect to itself required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (i) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (ii) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the Company, on the other hand). (b) After the Restructuring, the Company The Companies and HASI shall furnish provide to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Pubco XXXX is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission)Act. Notwithstanding the foregoing, (i) the Company Companies shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which Pubco HASI is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, and (ii) any . Any such document or report that Pubco HASI files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be furnished provided to the Trustee for purposes of, and in full satisfaction of the Company’s obligations under, this Section 4.06(b) as of the time such document is documents are filed via the XXXXX system (or such successor). (c) Delivery of the reports, information and documents described in Section 4.06(a) and (b) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Companies’ and/or the Guarantors’ compliance with any of the Company’s Companies’ and/or the Guarantors’ covenants under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s Companies’ and/or the Guarantors’ compliance with such covenants or to determine whether any reports or other documents have been (i) filed in accordance with Canadian securities laws on SEDAR, (ii) filed with the Commission or via the Commission’s XXXXX system (or any successor thereto) or (iii) posted on any website, or to participate in any conference calls. (d) Subject to Section 4.06(f4.06(e) and Section 6.03(b), if a Registration Default occurs under the Registration Rights Agreement, the Company Companies shall pay the Registration Default Additional Interest in accordance with the Registration Rights Agreement. (e) [Reserved] (f) Registration Default Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes specified in Section 2.03(b) and shall be in addition to any Additional Interest that may accrue, at the Company’s Companies’ election, as the sole remedy relating to the failure to comply with the Company’s Companies’ obligations under Section 4.06(b). In no event, however, will Additional Interest accrue on any day (taking into consideration any Additional Interest payable as described in Section 4.06(d) or Section 6.03(a)) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (gf) If Additional Interest is payable by the Company Companies pursuant to Section 4.06(d) or Section 6.03(a), the Company Companies shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Companies have paid Additional Interest directly to the Persons entitled to it, the Companies shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (i) the Company Partnership shall, and (ii) for so long as any shares of Common Stock issuable or deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish to the Trustee and shall, upon written request, furnish to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable or deliverable upon exchange of such Notes, the information with respect to itself required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company Partnership or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (iA) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (iiB) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company Partnership and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company Partnership so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company Partnership and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the CompanyPartnership, on the other hand). (b) After the Restructuring, the Company Partnership shall furnish to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that Pubco is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission). Notwithstanding the foregoing, (i) the Company Partnership shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which Pubco is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, and (ii) any such document or report that Pubco files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be furnished to the Trustee for purposes of, and in full satisfaction of the CompanyPartnership’s obligations under, this Section 4.06(b) as of the time such document is filed via the XXXXX system (or such successor). (c) Delivery of the reports, information and documents described in Section 4.06(a) and (b) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the CompanyPartnership’s compliance with any of the CompanyPartnership’s covenants under this Indenture or the Notes (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the CompanyPartnership’s compliance with such covenants or to determine whether any reports or other documents have been (i) filed in accordance with Canadian securities laws on SEDAR, (ii) filed with the Commission or via the Commission’s XXXXX system (or any successor thereto) or (iii) posted on any website, or to participate in any conference calls. (d) Subject to Section 4.06(f) and Section 6.03(b), if a Registration Default occurs under the Registration Rights Agreement, the Company Partnership shall pay the Registration Default Additional Interest in accordance with the Registration Rights Agreement. (e) [Reserved] (f) Registration Default Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and shall be in addition to any Additional Interest that may accrue, at the CompanyPartnership’s election, as the sole remedy relating to the failure to comply with the CompanyPartnership’s obligations under Section 4.06(b). In no event, however, will Additional Interest accrue on any day (taking into consideration any Additional Interest payable as described in Section 4.06(d) or Section 6.03(a)) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. (g) If Additional Interest is payable by the Company Partnership pursuant to Section 4.06(d) or Section 6.03(a), the Company Partnership shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.