Common use of Subsidiary Debt Clause in Contracts

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (a) Debt owed to the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notes; (b) Debt existing on July 23, 2014 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt).

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist exist, any Debt other than: (ai) Debt owed owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Effective Date, and listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary of the Borrower to the extent such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) a Subsidiary to the extent such Debt under this Agreement or the Notesis assumed in connection with an acquisition made by such Subsidiary and is not created in contemplation of such acquisition; provided, however, that such Debt shall not be guaranteed by any other Subsidiary; (bvi) Debt existing on July 23any guarantees for Advances, 2014 and described on Schedule 6.04L/C Obligations or any other obligations under or in connection with the Loan Documents; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (evii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fviii) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrowerunder Finance Leases; (gix) Debt with respect unsecured obligations due to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt vendors under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereundervendor factoring line; and (jx) other Debt which serves aggregating for all of the Borrower’s Subsidiaries together with Debt secured by Xxxxx permitted under Section 5.02(a)(vii) in an amount not to extend, replace, refund, renew, defease or refinance exceed at any Debt incurred under clause (b) or clause (f) one time outstanding 10% of this Section 6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt)Consolidated Net Tangible Assets.

Subsidiary Debt. Permit any of its Subsidiaries to create create, incur, assume or suffer to exist any Debt Debt, other than: than (ai) Debt owed incurred, assumed or suffered to the Borrower exist by TGPL, TGT, NWP, or to a Subsidiary of the Borrower Xxxxxxxx Energy Partners L.P. or Debt under this Agreement or the Notes; its Subsidiaries, (bii) Debt existing on July 23incurred, 2014 assumed or suffered to exist by Subsidiaries (other than those referred to in clause (i) and described on Schedule 6.04; the Subsidiaries the stock of which is pledged under the Pledge Agreement (cas defined in the L/C Agreement)) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not equal to exceed $300,000,000 outstanding at any one time; 50,000,000, (diii) additional DebtDebt in existence on the date hereof, provided that (iv) Debt under the sum Guaranties, (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fv) Debt of a Person existing at the time such Person is merged into or consolidated with Project Financing Subsidiaries; (vi) Debt under the Borrower or any Subsidiary Xxxxxxx Loan Agreement and (vii) Debt consisting of intercompany debt so long as obligations of the Borrower or becomes a Subsidiary of debtors thereunder are subordinated to their obligations under the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements Credit Documents and are incurred in the ordinary course of business the cash management systems of the Borrowers and not for speculative purposestheir Subsidiaries."; (oo) Section 8.01 of the Credit Agreement is hereby amended by deleting the word "or" in the fifteenth line thereof and adding a new (h) Debt under bid bonds, performance bonds, surety bonds, bonds at the end thereto to secure statutory obligations read as follows: "or (including obligations under workers compensation, unemployment insurance and other social security legislationh) and similar obligations, in each case, incurred release any of the Collateral (except as contemplated by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligationsSection 5.02(l))"; (ipp) Debt deemed to exist Schedule VI is hereby amended in connection its entirety and replaced with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; andAnnex A attached hereto; (jqq) Debt which serves to extendSchedule XI is hereby amended in its entirety and replaced with Annex B attached hereto; (rr) Schedules III, replace, refund, renew, defease or refinance any Debt incurred under clause IV and V are hereby deleted in their entirety and replaced with the following: "[Intentionally Omitted]"; (bss) or clause The Credit Agreement is hereby amended by adding a new Schedule XII attached hereto as Annex C; (ftt) of this Section 6.04 that does not increase the outstanding principal amount thereof The Credit Agreement is hereby amended by adding a new Schedule XIII attached hereto as Annex D; and (other than with respect to unpaid accrued interest and premiums (including tender premiumsuu) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt).The Credit Agreement is hereby amended by adding a new Schedule XIV attached hereto as Annex E.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (a) Debt owed to the Borrower Company or to a Subsidiary of the Borrower Company or Debt under this Agreement or the Notes; (b) Debt existing on July 23as of June 30, 2014 2018 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower Company for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower Company or becomes a Subsidiary of the Borrower Company or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the BorrowerCompany; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt).

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist exist, any Debt other than: (ai) Debt created hereunder and under the other Loan Documents, (ii) Debt owed to the Borrower Rayonier or to a any wholly owned Subsidiary of the Borrower or Debt under this Agreement or the Notes;Rayonier, (biii) Debt existing on July 23, 2014 the Closing Date and described on Schedule 6.04; 5.03(e) (cincluding as Debt permitted under this subsection any credit facilities or credit lines of any Subsidiary listed on such Schedule 5.03(e), whether or not such facilities or lines have been drawn upon by such Subsidiary) purchase money (the “Existing Subsidiary Debt”), any assumption or assignment of the Existing Subsidiary Debt pursuant to the terms of the Restructuring and any Debt of the obligor of such Existing Subsidiary Debt (or Debt with respect to Capital Leases incurred to finance its parent if such parent is a Borrower) extending the acquisitionmaturity of, repairor refunding or refinancing, constructionin whole or in part, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional the Existing Subsidiary Debt, provided that the sum (without duplication) terms of (i) any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this Agreement and provided further that the aggregate outstanding principal amount of such Existing Subsidiary Debt incurred pursuant to this clause (d) plus (ii) shall not be increased above the aggregate outstanding principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iv) Debt secured by Liens and other obligations subject to such Liens incurred pursuant to permitted by Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a5.03(b)(ii) or 5.09(b(iii));, (ev) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (fvi) Debt of a Person existing at the time such Person is merged into or consolidated permitted to be outstanding in accordance with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such mergerSection 5.03(h), consolidation or acquisition or such Person becoming a Subsidiary of the Borrower;and (gvii) Debt with respect to Swap Agreements incurred other than Debt described in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; clauses (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and through (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (fvi) of this Section 6.04 5.03(e); provided that does not increase the outstanding principal amount thereof of Debt permitted to be outstanding pursuant to this clause (other than vii), together with respect the principal amount of Debt permitted to unpaid accrued interest be secured pursuant to Section 5.03(b)(vi), shall not in the aggregate at any time outstanding exceed 15% of the Consolidated Tangible Net Worth of Rayonier and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt)its Subsidiaries.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist exist, any Debt other than: (ai) Debt owed owing to the Borrower or any Subsidiary; (ii) existing Debt outstanding on the Effective Date, and listed on Schedule 5.02(d) - Existing Subsidiary Debt (the “Existing Subsidiary Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Subsidiary Debt; provided, that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (iii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 5.02(d); (iv) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (v) any Debt of (A) a Person that becomes a Subsidiary of the Borrower to the extent such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) a Subsidiary to the extent such Debt under this Agreement or the Notesis assumed in connection with an acquisition made by such Subsidiary and is not created in contemplation of such acquisition; provided, however, that such Debt shall not be guaranteed by any other Subsidiary; (bvi) Debt existing on July 23, 2014 and described on Schedule 6.04any guarantees for Advances or any other obligations under or in connection with the Loan Documents; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (evii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fviii) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrowerunder Finance Leases; (gix) Debt with respect unsecured obligations due to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt vendors under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereundervendor factoring line; and (jx) other Debt which serves aggregating for all of the Borrower’s Subsidiaries together with Debt secured by Xxxxx permitted under Section 5.02(a)(vii) in an amount not to extend, replace, refund, renew, defease or refinance exceed at any Debt incurred under clause (b) or clause (f) one time outstanding 10% of this Section 6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt)Consolidated Net Tangible Assets.

Subsidiary Debt. Permit The Company will not at any of its Subsidiaries to create or suffer time permit any Subsidiary to, create, incur, assume, guarantee, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Debt Indebtedness other than: (a) Debt owed to the Borrower or to Indebtedness of a Subsidiary outstanding on the date of the Borrower or Debt under this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the Notesprincipal amount thereof is not increased in connection with such extension, renewal or refunding; (b) Debt existing on July 23, 2014 and described on Schedule 6.04Indebtedness of a Subsidiary owed to the Company or a Wholly-owned Subsidiary; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance Guarantees by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the acquisition, repair, construction, improvement or lease terms of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one timethis Agreement; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured Indebtedness evidenced by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as any Guaranty of the end of Bank Credit Agreement and Indebtedness evidenced by the then most recently ended fiscal quarter of Guaranty Agreement (as the Borrower for which financial statements have been delivered pursuant same may be supplemented from time to Section 5.09(a) or 5.09(b)time by any Guaranty Supplement); (e) endorsement Indebtedness of negotiable instruments for deposit or collection or similar transactions a Subsidiary in the ordinary course of businessconnection with a Permitted Receivables Securitization program permitted pursuant to Section 10.9; (f) Debt Indebtedness of a Person existing Subsidiary outstanding at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that (i) such Debt Indebtedness shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of the Borrower;Default shall exist, and PROVIDED, FURTHER, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; and (g) Debt additional Indebtedness of a Subsidiary; PROVIDED that on the date the Subsidiary incurs or otherwise becomes liable with respect to Swap Agreements incurred in any such additional Indebtedness and immediately after giving effect thereto and to the ordinary course application of business and not for speculative purposesthe proceeds thereof, (1) no Default or Event of Default shall exist; (h2) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance such Indebtedness can be incurred within the applicable limitations provided in Sections 10.2 and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder10.3; and (j3) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred the total amount of all Indebtedness permitted under clause (b) or clause (f) of this Section 6.04 that does not increase the outstanding principal 10.4(g) at no time exceeds an amount thereof (other than with respect equal to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt)15% of Consolidated Net Worth.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (ai) Debt owed to created hereunder and under the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notesother Loan Documents; (bii) intercompany Debt of Rayonier or any of its Subsidiaries to Rayonier or any of its Subsidiaries; (iii) Debt existing on July 23, 2014 the Closing Date and described on Schedule 6.04; 5.03(g) (c“Existing Subsidiary Debt”) purchase money and any Debt of an obligor of such Existing Subsidiary Debt extending the maturity of, refinancing, or replacing, in whole or in part, the Existing Subsidiary Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional “Refinanced Debt, ”); provided that the sum (without duplication) of (ix) the aggregate outstanding principal amount of such Refinanced Debt incurred pursuant shall not be increased above the principal amount thereof outstanding immediately prior to this clause such extension, refinancing or replacement, (d) plus (iiy) the aggregate outstanding principal amount Refinanced Debt is an obligation of only some or all of the Person(s) who were obligors on the Refinanced Debt, and (z) no such extension, refinancing or replacement shall be consummated if any Default would exist after giving effect thereto; CHAR2\1701593v10 (iv) Debt secured by Liens permitted by Section 5.03(b)(ii) through (v) and other obligations subject (vi), as clause (vi) relates to such Liens incurred pursuant to clauses (ii) through (v) of Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)5.03(b); (ev) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fvi) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary TRS and of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the BorrowerROC; (gvii) Debt with respect to Swap Agreements incurred in the ordinary course of business and obligations under any Interest Rate Agreement or any other swap agreement not entered into for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (jviii) Debt which serves to extend, replace, refund, renew, defease or refinance any other than Debt incurred under clause described in clauses (bi) or clause through (fvii) of this Section 6.04 5.03(g); provided that does not increase the outstanding aggregate principal amount thereof of Debt permitted pursuant to this clause (other than with respect viii) shall not in the aggregate at any time outstanding exceed 15% of the Consolidated Net Tangible Assets of Rayonier and its Subsidiaries determined as of the most recently ended Fiscal Quarter for which financial statements have been or are required to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debthave been delivered pursuant to Section 5.01(k).

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (a) Debt owed to the Borrower Company or to a Subsidiary of the Borrower Company or Debt under this Agreement or the Notes; (b) Debt existing on July 23as of December 31, 2014 2019 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower Company for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower Company or any Subsidiary of the Borrower Company or becomes a Subsidiary of the Borrower Company or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the BorrowerCompany; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and; (j) Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b), clause (f) or clause (fk) of this Section 6.04 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt); and (k) Debt under the Existing Credit Agreement.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (ai) Debt owed to created hereunder and under the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notesother Loan Documents; (bii) intercompany Debt of Rayonier or any of its Subsidiaries to Rayonier or any of its Subsidiaries; (iii) Debt existing on July 23, 2014 the Closing Date and described on Schedule 6.045.03(g) (“Existing Subsidiary Debt”) and any Debt of an obligor of such Existing Subsidiary Debt extending the maturity of, refinancing, or replacing, in whole or in part, the Existing Subsidiary Debt (“Refinanced Debt”); provided that (x) the principal amount of such Refinanced Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refinancing or replacement, (y) the Refinanced Debt is an obligation of only some or all of the Person(s) who were obligors on the Refinanced Debt, and (z) no such extension, refinancing or replacement shall be consummated if any Default would exist after giving effect thereto; (civ) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens permitted by Section 5.03(b)(ii) through (v) and other obligations subject (vi), as clause (vi) relates to such Liens incurred pursuant to clauses (ii) through (v) of Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)5.03(b); (ev) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fvi) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such mergerTRS, consolidation or acquisition or such Person ROC and, upon becoming a Subsidiary of the BorrowerBorrower hereunder, RLP; (gvii) Debt with respect to Swap Agreements incurred in the ordinary course of business and obligations under any Interest Rate Agreement or any other swap agreement not entered into for speculative purposes; (hviii) Debt under bid bondsincurred pursuant to that certain Second Amended and Restated Master Loan Agreement, performance bondsdated as of July 20, surety bonds2016, bonds by and among Xxxx Resources, A Delaware Limited Partnership and Northwest Farm Credit Services, FLCA and its successors and assigns, as amended, and the related loan documents and any extensions, refinancings, replacements thereof; provided that (x) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to secure statutory obligations such extension, refinancing or replacement, (including obligations under workers compensationy) the extended, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course refinanced or replacement Debt is an obligation of business, including guarantees only some or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance all of the Borrower Person(s) who were obligors on the Debt, and (z) no such extension, refinancing or replacement shall be consummated if any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunderDefault would exist after giving effect thereto; and (jix) Debt which serves to extend, replace, refund, renew, defease or refinance any other than Debt incurred under clause described in clauses (bi) or clause through (fvii) of this Section 6.04 5.03(g); provided that does not increase the outstanding aggregate principal amount thereof of Debt permitted pursuant to this clause (other than with respect viii) shall not in the aggregate at any time outstanding exceed 15% of the Consolidated Net Tangible Assets of Rayonier and its Subsidiaries determined as of the most recently ended Fiscal Quarter for which financial statements have been or are required to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debthave been delivered pursuant to Section 5.01(k).

Subsidiary Debt. Permit any of its Restricted Subsidiaries (or, solely in the case of the final paragraph of this Section 5.02(b), any of its Subsidiaries) to create create, incur, assume or suffer to exist exist, any Debt other thanDebt, except: (ai) subject to the final paragraph of this Section 5.02(b), in the case of any of the Restricted Subsidiaries, (A) Debt under the Loan Documents; (B) [Reserved]; (C) Debt of (i) any Loan Party that is owed to the Borrower or to a any other Loan Party, (ii) any Restricted Subsidiary of the Borrower or Debt under this Agreement or the Notes; (b) Debt existing on July 23, 2014 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect that is not a Loan Party owed to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes that is not a Loan Party, (iii) any Loan Party owed to any Subsidiary of the Borrower that is not a Loan Party which, to the extent that the aggregate amount for all such Debt exceeds $25,000,000, shall (A) be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise on terms reasonably satisfactory to the Administrative Agent) and (B) include, in any event, provisions expressly prohibiting any action to (I) cause any of the obligations with respect to such Debt to become payable prior to the scheduled maturity thereof (except to the extent that all outstanding Advances under this Agreement have been declared due and payable prior to their scheduled maturity dates) and/or (II) exercise any remedies or take any action or proceeding to enforce the payments of such obligations, in each case, prior to the payment in full of the Obligations (other than contingent Obligations in respect of indemnities for which a claim has not been made and Letters of Credit that have been Cash Collateralized) and termination of the Commitments under the Loan Documents and (iv) any Subsidiary of the Borrower that is not a Loan Party owed to any Loan Party; (D) [Reserved]; (E) [Reserved]; (F) Credit Agreement Refinancing Debt; (G) any other Debt, provided that (x) if such Debt is secured, such Debt may only be secured by Liens permitted under Section 5.02(a) or (y) if such Debt is not secured and not Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that Loan Party, then such Debt shall not have been incurred in contemplation comply with the final paragraph of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrowerthis Section 5.02(b); (gH) Debt with consisting of guaranties of other Debt permitted under this Section 5.02(b); (I) [Reserved]; (J) [Reserved]; (K) [Reserved]; (L) [Reserved]; (M) Debt in respect to Swap Agreements incurred of performance, surety or appeal bonds (in each case not in respect of borrowed money) provided in the ordinary course of business of the Borrower and not for speculative purposesits Restricted Subsidiaries; (hN) Debt incurred under bid Hedge Agreements; and (O) Debt in respect of industrial revenue bonds or other similar governmental or municipal bonds; provided that before and after giving effect to the incurrence of such Debt, performance bondsthe Loan Parties are otherwise in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.04. (ii) Subject to the final paragraph of this Section 5.02(b), surety bonds, bonds Debt owed by any Restricted Subsidiary of the Borrower to secure statutory obligations (including obligations Meridian Speedway which Debt shall not exceed an aggregate amount equal to $100,000,000 and be subordinated in right of payment to the Obligations of such Person under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the ordinary course Affiliate Subordination Agreement (or otherwise, on terms reasonably satisfactory to the Administrative Agent). For purposes of businessdetermining compliance with this Section 5.02(b), including guarantees or obligations with respect (x) an item of Debt need not be incurred solely by reference to letters one category of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; Debt described in clause (i) (including sub-clauses (A), (C), (F), (G), (H), (M), (N) or (O) thereof) or (ii) above or the paragraph immediately below (including sub-clauses (1) through (5) thereof) but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of Debt described above in clause (i) (including sub-clauses (A), (C), (F), (G), (H), (M), (N) or (O) thereof) or (ii) above or the paragraph immediately below (including sub-clauses (1) through (5) thereof), the Borrower, in its sole discretion, may classify or subsequently reclassify (or later divide, classify or reclassify) such item of Debt (or any portion thereof) in any one or more of the types of Debt described in clause (i) (including sub-clauses (A), (C), (F), (G), (H), (M), (N) or (O) thereof) or (ii) above or the paragraph immediately below (including sub-clauses (1) through (5) thereof) in any manner that complies with this covenant; provided that all Debt outstanding under the Loan Documents shall at all times be deemed to exist be outstanding in reliance only on the exception in clause (i)(A) above. Notwithstanding anything to the contrary set forth in this Section 5.02(b), the Borrower shall not permit any Subsidiary that is not a Loan Party to incur any indebtedness for money borrowed or indebtedness evidenced by a bond, note, debenture or other evidence of indebtedness (collectively, “Indebtedness”) pursuant to this Section 5.02(b), except (1) Indebtedness incurred in connection with agreements providing for indemnificationtransactions similar to that described in Note 9 of the Borrower’s 2014 Annual Report on Form 10-K under the heading “Short-Term Borrowing” with a final maturity of not more than 365 days, adjustment (2) intercompany Indebtedness owed to the Borrower or any of purchase priceits Subsidiaries, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance (3) Indebtedness of any joint venture to which the Borrower or any of its Subsidiaries pursuant to such agreementsis a party, (4) any KCSM Notes and any Indebtedness of any Subsidiary of the Borrower that is not a Loan Party and that is secured by any Lien and as set forth on Schedule 5.02 hereto, in connection with acquisitions or dispositions each case, outstanding on the Effective Date and (5) Indebtedness not otherwise permitted hereunder; and (j) Debt which serves by this proviso in an aggregate principal amount, at any one time outstanding, not to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section 6.04 that does not increase exceed $150,000,000 less the outstanding aggregate principal amount thereof of any KCSM Notes outstanding at the time of such incurrence (other but not less than with respect $0); provided that the limitations set forth in this paragraph shall not apply to unpaid accrued interest and premiums (including tender premiums) thereonMeridian Speedway, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt)LLC.

Subsidiary Debt. Permit any of its Subsidiaries The Borrower shall not permit: (A) if the UK Reorganization is effected, either GVCC or UK Holdco to create create, assume or suffer to exist any Debt other than: (a) Debt owed to the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notes; (b) Debt existing on July 23, 2014 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum except on account of intercompany Debt permitted by Section 5.16(iii); or (without duplicationB) of (i) the aggregate outstanding principal amount of Debt incurred pursuant any other Consolidated Subsidiary to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject create, assume or suffer to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional exist any Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; except (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs existence on the date hereof (or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries incurred pursuant to such agreements, a revolving credit commitment in connection with acquisitions or dispositions permitted hereunder; and (jexistence on the date hereof) Debt which serves to extend, replace, refund, renew, defease or refinance and listed on Schedule 5.23 and not described in any Debt incurred under other clause (b) or clause (f) of this Section 6.04 5.23, and extensions, renewals and replacements of any such Debt that does do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (ii) intercompany Debt permitted by Section 5.16; (iii) Debt to the Bank created under the Loan Documents, (iv) contingent obligations under the GECC Vendor Program up to $85,000,000, (v) Debt arising from overdraft protection provided to any Foreign Subsidiary by any of its depositary banks, provided that any such Debt is payable in not less than 1 week from the date incurred and the aggregate amount of such Debt outstanding at any time of all Foreign Subsidiaries does not exceed the amount of $5,000,000 (or the Dollar equivalent thereof, if not in Dollars) and (vi) other than with respect Debt which does not at any time exceed an aggregate for Debt of all Subsidiaries of $5,000,000. Amendment to unpaid accrued interest Section 5.26(e)(i) and premiums (including tender premiumsii). Each of clauses (i) thereonand (ii) of Section 5.26(e) of the Credit Agreement hereby is amended by deleting the words "within 90 days after the Second Amendment Effective Date" in the first line of each such clause and substituting therefor the words "on or before December 31, any committed or undrawn amounts2002". Amendment to Section 5.27. Section 5.27 of the Credit Agreement hereby is amended by deleting it in its entirety, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt).substituting the following therefor:

Subsidiary Debt. Permit any of its Subsidiaries The Borrower shall not permit: (A) if the UK Reorganization is effected, either GVCC or UK Holdco to create create, assume or suffer to exist any Debt other than: (a) Debt owed to the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notes; (b) Debt existing on July 23, 2014 and described on Schedule 6.04; (c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum except on account of intercompany Debt permitted by Section 5.16(iii); or (without duplicationB) of (i) the aggregate outstanding principal amount of Debt incurred pursuant any other Consolidated Subsidiary to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject create, assume or suffer to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional exist any Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); (e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower; (g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; except (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs existence on the date hereof (or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries incurred pursuant to such agreements, a revolving credit commitment in connection with acquisitions or dispositions permitted hereunder; and (jexistence on the date hereof) Debt which serves to extend, replace, refund, renew, defease or refinance and listed on Schedule 5.23 and not described in any Debt incurred under other clause (b) or clause (f) of this Section 6.04 5.23, and extensions, renewals and replacements of any such Debt that does do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (ii) intercompany Debt permitted by Section 5.16; (iii) Debt to the Bank created under the Loan Documents, (iv) contingent obligations under the GECC Vendor Program up to $85,000,000, and (v) other than Debt which does not at any time exceed an aggregate for Debt of all Subsidiaries of $5,000,000. Domestic Subsidiaries to be Guarantors . Any Domestic Subsidiary (whether existing on the Closing Date or acquired or created thereafter) must become a Guarantor promptly upon becoming a Domestic Subsidiary, by (i) executing and delivering to the Agent a counterpart of or joinder agreement with respect to unpaid accrued interest the Guaranty and premiums a counterpart of or joinder agreement with respect to the Contribution Agreement, thereby becoming a party to each of them, (including tender premiumsii) thereondelivering to the Agent an opinion of counsel to such Subsidiary, any committed in form and substance satisfactory to the Agent in its reasonable discretion, the form attached hereto as Exhibit B, (iii) delivering to the Agent documents pertaining to the Subsidiary reasonably requested by the Agent of the types described in paragraph (g) of Section 3.01 and (iv) executing and delivering counterparts of the Security Documents (or undrawn amountsjoinder agreements with respect thereto, defeasance costsif appropriate), underwriting discountsin accordance with the provisions of Sections 5.25 and 5.26, fees, commissions and expenses associated otherwise complying with the provisions of such Debt)Section 5.26.

Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than: (ai) Debt owed to created hereunder and under the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notesother Loan Documents; (bii) intercompany Debt of Rayonier or any of its Subsidiaries to Rayonier or any of its Subsidiaries; (iii) Debt existing on July 23, 2014 the Closing Date and described on Schedule 6.045.03(g) (“Existing Subsidiary Debt”) and any Debt of an obligor of such Existing Subsidiary Debt extending the maturity of, refinancing, or replacing, in whole or in part, the Existing Subsidiary Debt (“Refinanced Debt”); provided that (x) the principal amount of such Refinanced Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refinancing or replacement, (y) the Refinanced Debt is an obligation of only some or all of the Person(s) who were obligors on the Refinanced Debt, and (z) no such extension, refinancing or replacement shall be consummated if any Default would exist after giving effect thereto; (civ) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; (d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens permitted by Section 5.03(b)(ii) through (v) and other obligations subject (vi), as clause (vi) relates to such Liens incurred pursuant to clauses (ii) through (v) of Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)5.03(b); (ev) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fvi) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such mergerTRS, consolidation or acquisition or such Person ROC and, upon becoming a Subsidiary of the BorrowerBorrower hereunder, Newco; (gvii) Debt with respect to Swap Agreements incurred in the ordinary course of business and obligations under any Interest Rate Agreement or any other swap agreement not entered into for speculative purposes; (h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted hereunder; and (jviii) Debt which serves to extend, replace, refund, renew, defease or refinance any other than Debt incurred under clause described in clauses (bi) or clause through (fvii) of this Section 6.04 5.03(g); provided that does not increase the outstanding aggregate principal amount thereof of Debt permitted pursuant to this clause (other than with respect viii) shall not in the aggregate at any time outstanding exceed 15% of the Consolidated Net Tangible Assets of Rayonier and its Subsidiaries determined as of the most recently ended Fiscal Quarter for which CHAR1\1713543v7 financial statements have been or are required to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debthave been delivered pursuant to Section 5.01(k).