Common use of Exh Clause in Contracts

Exh. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates entitled to the Voting Rights identified in the agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all Mortgage Loans and all property acquired in respect of such

Exh. The Agreement permits, with certain exceptions therein provided, undersigned agrees that the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates entitled to the Voting Rights identified in the agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writingCompany may, and thereupon one or more new Certificates of that the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forthundersigned will, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment with respect to any shares of Common Stock or other liquidation (or any advance Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect thereto) to such securities on the transfer books and records of the last Mortgage Loan remaining in the Trust Fund, Company and (ii) with respect to any shares of Common Stock or other Company securities for which the purchase undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the party designated undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement at conflict with or are in any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a price determined as provided in party, this Lock-Up Agreement supersedes such registration rights agreement. The undersigned hereby represents and warrants that the Agreement from undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the Trust Fund death or incapacity of all Mortgage Loans the undersigned and all property acquired in respect any obligations of suchthe undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Notwithstanding anything herein to the contrary, if the closing of the Public Offering has not occurred prior to June 15, 2013, this agreement shall be of no further force or effect.

Exh. The Agreement permitsBorrower hereby waives presentment, with certain exceptions therein provideddemand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Revolving Credit Note shall be governed by, and construed in accordance with, the amendment thereof and the modification laws of the rights State of New York. [NAME OF A BORROWER] By Name: Title: Dated: , 20__ FOR VALUE RECEIVED, the undersigned, Rayonier Operating Company LLC, a Delaware limited liability company (the “Borrower”), HEREBY PROMISES TO PAY to the order of __________ (the “Lender”) for the account of its Applicable Lending Office on the Maturity Date (each as defined in the Credit Agreement referred to below) the principal amount of each Term Loan Advance from time to time made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of August 5, 2015, among Rayonier Inc., Rayonier TRS Holdings, Inc. and obligations Rayonier Operating Company LLC, as borrowers, the Lender and certain other lenders parties thereto and CoBank, ACB, as Issuing Bank, Swing Line Lender and Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan Advance from the date of such Term Loan Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the DepositorUnited States of America to CoBank, as Administrative Agent, at the ServicersAdministrative Agent’s Account, in same day funds. Each Term Loan Advance made by the Master ServicerLender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Securities Administrator and Lender and, prior to any transfer hereof, may be endorsed on the Trustee and the rights grid attached hereto which is part of this Term Loan Note. This Term Loan Note is one of the Certificateholders under the Agreement at any time by the DepositorNotes referred to in, the Servicers, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates is entitled to the Voting Rights identified in benefits of, the agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this CertificateCredit Agreement. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Credit Agreement, duly endorsed byamong other things, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) provides for the final payment or other liquidation (or any advance with respect thereto) making of Term Loan Advances by the Lender to the Borrower from time to time, the indebtedness of the last Mortgage Borrower resulting from each such Term Loan remaining in the Trust Fund, Advance being evidenced by this Term Loan Note and (ii) contains provisions for acceleration of the purchase by maturity hereof upon the party designated in happening of certain stated events and also for prepayments on account of principal hereof prior to the Agreement at a price determined as provided in maturity hereof upon the Agreement from the Trust Fund of all Mortgage Loans terms and all property acquired in respect of suchconditions therein specified.

Exh. A-6 The Agreement permitsOwner Trustee, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates entitled to the Voting Rights identified in the agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Owner Trustee or the Certificate Registrar may treat the Person person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Owner Trustee, the Certificate Registrar Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust Fund created thereby shall terminate upon the payment to the Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Trust Agreement following and the earlier Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Transferor of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable, subject to certain restrictions, only as of the last day of any Monthly Period as of which the Pool Balance is 15% or less of the Original Pool Balance. The Trust Certificates may not be acquired by (ia) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the final payment or other liquidation provisions of Title 1 of ERISA, (or any advance with respect theretob) a plan described in Section 4975(e) (l) of the last Mortgage Loan remaining Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding this Trust Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The recitals contained herein shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. Exh. A-7 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type name and address, including postal zip code, of assignee) the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ______________________________ Attorney to transfer said Trust Certificate on the books of the Trust Certificate Registrar, with full power of substitution in the premises. The undersigned has requested an exchange or transfer of this Certificate in the form of an equal principal amount of Certificates evidenced by one or more Definitive Certificates, to be delivered to the undersigned or, in the case of a transfer of such Certificate, to such Person as the undersigned instructs the Trustee. In connection with such request and in respect of the Certificates surrendered to the Trustee herewith for transfer (the "Surrendered Certificate"), the Holder of such Surrendered Certificates hereby certifies that the Surrendered Certificate is being transferred pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned reasonably believes is purchasing the Surrendered Certificates for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144 and the Surrendered Certificate is being transferred in compliance with any applicable blue sky or securities laws of any state of the United States or any other applicable jurisdiction. This certificate and the statements contained herein are made for the benefit of the Issuer and the Owner Trustee. The undersigned acknowledges that the Issuer and the Owner Trustee will rely upon the undersigned's confirmation, acknowledgements and agreements set forth herein, and the undersigned agrees to notify the Owner Trustee promptly in writing if any of the undersigned's representations or warranties herein ceases to be accurate and complete. Dated:______ * ____________________________________ Signature Guaranteed Exh. A-8 EXHIBIT A ----------% SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF A TRUST AGREEMENT BETWEEN [__________________________] AND [NAME OF OWNER TRUSTEE] (THE "TRUST AGREEMENT"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES LAWS, AND ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TRUST INDENTURE AND APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND SOLELY WITH RESPECT TO THE INITIAL OFFERING OF THE CERTIFICATES, TO INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) UPON DELIVERY OF A REPRESENTATION LETTER TO THE TRUSTEE. NO EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND NO OTHER PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ENTITY THE ASSETS OF WHICH CONSTITUTE OR ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975 OF THE CODE TO CONSTITUTE THE ASSETS OF ANY SUCH PLAN, MAY PURCHASE THIS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND THE HOLDING OF THIS CERTIFICATE OR SUCH INTEREST BY SUCH PLAN (OR ANY ENTITY THE ASSETS OF WHICH CONSTITUTE "PLAN ASSETS" OF ANY SUCH PLAN) IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION. ANY HOLDER HEREOF OR ANY INTEREST HEREIN THAT IS, OR IS ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, AND WITH RESPECT TO WHICH THE TRUSTEE OR THE OWNER TRUSTEE IS A "PARTY IN INTEREST" OR A "DISQUALIFIED PERSON", BY PURCHASING THIS CERTIFICATE OR SUCH INTEREST REPRESENTS THAT ITS PURCHASE OF THIS CERTIFICATE OR SUCH INTEREST IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA AND SECTION 4975 OF THE CODE. EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF THE ISSUER THAT SUCH PURCHASER HAS NOT ACQUIRED NOR WILL IT SELL, TRADE, TRANSFER, ASSIGN, PARTICIPATE, PLEDGE, HYPOTHECATE, CAUSE TO BE MARKETED, OR OTHERWISE DISPOSE OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) ON OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN Exh. A-9 THE MEANING OF SECTION 7704(B)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN "INTERDEALER QUOTATION SYSTEM" THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS, OR (II) A "SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)" WITHIN THE MEANING OF CODE SECTION 7704(B)(2). Exh. A-10 [____________________________________] OWNER TRUST 200[_]-[_] CLASS R ASSET BACKED CERTIFICATE evidencing a beneficial ownership interest in certain distributions of the Trust, as defined below, the property of which includes a pool of motor vehicle loans secured by new or used automobiles, vans or light duty trucks and transferred to the Trust by [____________________]. (This Trust Certificate does not represent an interest in or obligation of [____________________], [Name of Owner Trustee], the Owner Trustee or any of their Affiliates, except to the extent described below.) THIS CERTIFIES THAT [____________________] is the registered owner of a beneficial ownership interest in certain distributions of [____________________] Owner Trust 200[_]-[_] (the "Trust") formed by [_____________________________]. OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Trust Certificates referred to in the within- mentioned Trust Agreement. [NAME OF OWNER TRUSTEE], not in its [NAME OF OWNER TRUSTEE], not in its individual capacity but solely Trustee individual capacity but solely as Owner or as Owner Trustee By__________________________________ By_______________________________ Authenticating Agent By__________________________________ The Trust was created pursuant to a Trust Agreement dated as of [__________] [__], 200[_] (the "Trust Agreement"), between the Depositor and [Name of Owner Trustee], as owner trustee (the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust FundAgreement. This Certificate is one of the duly authorized Trust Certificates designated as a Class R Asset Backed Certificates (together with the Class A Asset Backed Certificates, the "Trust Certificates"). Also issued under the Indenture dated as of [_______________________] [__], 200[_], among the Trust, [_____________________________], as trustee and indenture collateral agent, are three classes of Notes designated as "Class A-1 [_____]% Asset Backed Notes" (the "Class A-1 Notes"), "Class A-2 [_____]% Asset Backed Notes" (the "Class A-2 Notes"), the "Class A-3 [_____]% Asset Backed Notes (the "Class A-3 Notes" and together with Exh. A-11 the Class A-1 Notes and the Class A-2 Notes, the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment loan contracts secured by new and used automobiles, vans or light duty trucks (the "Receivables"), all monies due or to become due thereunder on or after Initial Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing. Under the Trust Agreement, there will be distributed on the fifteenth day of each month or, if such fifteenth day is not a Business Day, the next succeeding Business Day (the "Payment Date"), commencing in [__________] [__], 200[_], to the Person in whose name this Trust Certificate is registered at the close of business on the Business Day preceding such Payment Date (the "Record Date") such Certificateholder's fractional undivided interest in the amount to be distributed to Class R Certificateholders, if any on such Payment Date. No payments will be paid on this Class R Certificate until the Class A Notes and the Class A Certificates have been paid in full. The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders and the Class A Certificateholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable. It is the intent of the Seller, Servicer, the Depositor and Certificateholders that, for purposes of Federal income taxes, if the Certificates are treated as held by a single person, the Trust will be disregarded as an entity separate from its owner and if the Certificates are treated or held by two or more persons, the Trust will be treated as a partnership and the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Trust Certificate, agree to treat, and (ii) to take no action inconsistent with such treatment of, the purchase Trust Certificates for such tax purposes. Each Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the party designated Trust, the Transferor or the Depositor, or join in any institution against the Trust, the Transferor or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement at a price determined or any of the Basic Documents. Distributions on this Trust Certificate will be made as provided in the Trust Agreement from by or on behalf of the Owner Trustee by wire transfer or check mailed to the Certificateholder of record in the Trust Fund Certificate Register without the presentation or surrender of all Mortgage Loans this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and all property acquired in respect notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of suchthe pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or

Exh. The Agreement permitsBorrower hereby waives presentment, with certain exceptions therein provideddemand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Revolving Credit Note shall be governed by, and construed in accordance with, the amendment thereof and the modification laws of the rights State of New York. [NAME OF A BORROWER] By Name: Title: Exh. A-1-3 Dated: , 20__ FOR VALUE RECEIVED, the undersigned, Rayonier Operating Company LLC, a Delaware limited liability company (the “Borrower”), HEREBY PROMISES TO PAY to the order of __________ (the “Lender”) for the account of its Applicable Lending Office on the Maturity Date (each as defined in the Credit Agreement referred to below) the principal amount of each Term Loan Advance from time to time made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of August 5, 2015, among Rayonier Inc., Rayonier TRS Holdings, Inc. and obligations Rayonier Operating Company LLC, as borrowers, the Lender and certain other lenders parties thereto and CoBank, ACB, as Issuing Bank, Swing Line Lender and Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on the Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan Advance from the date of such Term Loan Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the DepositorUnited States of America to CoBank, as Administrative Agent, at the ServicersAdministrative Agent’s Account, in same day funds. Each Term Loan Advance made by the Master ServicerLender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Securities Administrator and Lender and, prior to any transfer hereof, may be endorsed on the Trustee and the rights grid attached hereto which is part of this Term Loan Note. This Term Loan Note is one of the Certificateholders under the Agreement at any time by the DepositorNotes referred to in, the Servicers, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates is entitled to the Voting Rights identified in benefits of, the agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this CertificateCredit Agreement. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Credit Agreement, duly endorsed byamong other things, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any agent of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Securities Administrator, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) provides for the final payment or other liquidation (or any advance with respect thereto) making of Term Loan Advances by the Lender to the Borrower from time to time, the indebtedness of the last Mortgage Borrower resulting from each such Term Loan remaining in the Trust Fund, Advance being evidenced by this Term Loan Note and (ii) contains provisions for acceleration of the purchase by maturity hereof upon the party designated in happening of certain stated events and also for prepayments on account of principal hereof prior to the Agreement at a price determined as provided in maturity hereof upon the Agreement from the Trust Fund of all Mortgage Loans terms and all property acquired in respect of suchconditions therein specified.