Common use of Annual Certificate Clause in Contracts

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and any applicable Enhancement Provider under each Group VII Indenture, with a copy to each applicable Rating Agency rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 2011, an Officer’s Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such period, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII V Indenture, with a copy to each applicable Rating Agency rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 2011, an Officer’s Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII V Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such period, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20112007, an Officer’s Officers’ Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year (or during the initial period from the initial Closing Date until April 15, 2007) and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.;

Annual Certificate. Each Annual Officer's Certificates of the Lessee as follows: The Lessee will deliver to RCFCthe Lessor, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 August 30 of each calendar fiscal year, beginning with April 15August 30, 20111997, an Officer’s 's Certificate substantially in the form of Attachment E Exhibit C (each, an “"Annual Certificate”") (a) stating that a review of the activities of the Lessee during the preceding calendar fiscal year (or during the initial period from the initial Closing Date until the end of fiscal year 1996) and of its performance under this Lease Agreement and the other Related Documents with respect to the Group VII Series of Notes to which each the Lessee is a party was made under the supervision of the officers officer signing such certificate, (b) stating that to the best of such officers’ officers knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such the Lessee has fully performed all its obligations under this Lease Agreement and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) ), subject to standard qualifications and assumptions, that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” " made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected first priority security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Annual Officers' Certificates of the Lessees as follows: Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20111998, an Officer’s Officers' Certificate substantially in the form of Attachment E Exhibit [ ] (each, an “"Annual Certificate”") (a) stating that a review of the activities of the Lessee during the preceding calendar year (or during the initial period from the initial Closing Date until April 15, 1998) and of its performance under this Lease Agreement and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ ' knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease Agreement and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “"precautionary filings” " made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral (except for noting the Lien of the Master Collateral Agent on the Certificates of Title for the Existing Fleet), have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.;

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20112002, an Officer’s Officers' Certificate substantially in the form of Attachment E (each, an “"Annual Certificate”") (a) stating that a review of the activities of the Lessee during the preceding calendar year (or during the initial period from the initial Closing Date until April 15, 2002) and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ ' knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “"precautionary filings” " made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.;

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and any applicable Enhancement Provider under each Group VII VIII Indenture, with a copy to each applicable Rating Agency rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20112012, an Officer’s Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII VIII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such period, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 2011, an Officer’s Officers’ Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral Collateral, have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 2011, an Officer’s Officers’ Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and any applicable Enhancement Provider under each Group VII VI Indenture, with a copy to each applicable Rating Agency rating any outstanding Series of Notes(if any), on or before April 15 of each calendar year, beginning with April 15, 2011, an Officer’s Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year and of its performance under this Lease and the other Related Documents with respect to the Group VII VI Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such period, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, ) and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Lessee will deliver to RCFC, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20112007, an Officer’s Officers’ Certificate substantially in the form of Attachment E (each, an “Annual Certificate”) (a) stating that a review of the activities of the Lessee during the preceding calendar year (or during the initial period from the initial Closing Date until April 15, 2007) and of its performance under this Lease and the other Related Documents with respect to the Group VII Series of Notes to which each Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such Lessee has fully performed all its obligations under this Lease and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “precautionary filings” made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.

Annual Certificate. Each Annual Officers' Certificates of the Lessee as follows: The Lessee will deliver to RCFCThrifty Finance, the Trustee and Trustee, any applicable Enhancement Provider under each Group VII the Indenture, with a copy to each applicable and the Rating Agency Agencies rating any outstanding Series of Notes, on or before April 15 of each calendar year, beginning with April 15, 20111996, an Officer’s Officers' Certificate substantially in the form of Attachment E Exhibit B (each, an “"Annual Certificate”") (a) stating that a review of the activities of the Lessee during the preceding calendar year (or during the initial period from the initial Closing Date until April 15, 1996) and of its performance under this Lease Agreement and the other Related Documents with respect to the Group VII Series of Notes to which each the Lessee is a party was made under the supervision of the officers signing such certificate, (b) stating that to the best of such officers’ ' knowledge, based on such review, either there has occurred no event which, with the giving of notice or passage of time or both, would constitute a Lease Event of Default or Amortization Event and that such the Lessee has fully performed all its obligations under this Lease Agreement and such other Related Documents throughout such periodyear, or, if there has occurred such event or a Lease Event of Default or Amortization Event, specifying each such event known to such officers and the nature and status thereof, and (c) stating (and containing an Opinion of Counsel to the effect) that all necessary Uniform Commercial Code continuation statements and other Uniform Commercial Code filings have been completed (including, without limitation, any “"precautionary filings” " made by each of the Lessees in favor of the Lessor), all necessary Assignment Agreements have been executed and delivered pursuant to Section 2.1 of the Master Collateral Agency Agreement, and all other actions, if any, required to maintain the perfected security interest of the Trustee or the Master Collateral Agent on behalf of the Trustee in the Collateral and in the Master Collateral (except for noting the Lien of the Master Collateral Agent on the Certificates of Title for the Existing Fleet), have been taken and that the Trustee or the Master Collateral Agent continues to have a perfected security interest in the Collateral and Master Collateral.;