PLEDGE AND SECURITY AGREEMENT (Mezzanine Loan)

Exhibit 10.7

(Mezzanine Loan)

THIS PLEDGE AND SECURITY AGREEMENT (Mezzanine Loan) (this “Agreement”) is made as of November 3, 2016, by GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), in favor of BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND—ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC (together with each of their respective successors and assigns, collectively, “Lender”).

RECITALS

A. WHEREAS, on the date hereof, Lender has made a loan to Borrower in the amount of $88,000,000.00 (the “Loan”) pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Lender and Borrower (as amended, modified, supplemented or replaced from time to time, the “Loan Agreement”).

B. WHEREAS, Toys “R” Us Property Company II, LLC, a Delaware limited liability company (“Issuer”), is the owner and/or leasehold owner of certain parcels of real property more particularly described in the Loan Agreement.

C. WHEREAS, Issuer was formed as a Delaware limited liability company and is governed by the terms and provisions of that certain Third Amended and Restated Limited Liability Company Agreement of Issuer, dated as of the date hereof (as amended, modified, supplemented or restated in accordance with the terms of the Loan Agreement, the “Formation Agreement”).

D. WHEREAS, Borrower is the legal and beneficial owner of 100% of the issued and outstanding membership interests in Issuer.

F. WHEREAS, Lender is unwilling to make the Loan unless Borrower enters into this Agreement.

NOW, THEREFORE, for Ten Dollars ($10.00) and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Capitalized Terms. All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement and, for the purposes of this Agreement, the following capitalized terms shall have the following meanings:

“Article 8 Matter” means any action, decision, determination or election by Issuer or its member(s), shareholders or partners, as applicable, that its membership interests, partnership interests, stock or other equity interests, as applicable, be, or cease to be, a “security” as defined in and governed by Article 8 of the Uniform Commercial Code, and all other matters related to any such action, decision, determination or election.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, modified, succeeded or replaced, from time to time.

“Distributions” means all distributions (whether in cash or in kind) and all interest in respect of, and all proceeds of, any instrument or interest constituting part of the Pledged Collateral, of whatever kind or description, real or personal, whether in the ordinary course or in partial or total liquidation or dissolution, or any recapitalization, reclassification of capital, or reorganization or reduction of capital, or otherwise.

“Equity Interests” means all limited liability company membership interests or other equity interests of, and all other right, title and interest of, Borrower in and to Issuer, including the interests described on Schedule 1 attached hereto.

“Event of Default” shall have the meaning ascribed thereto in the Loan Agreement.

“General Intangibles” shall have the meaning ascribed thereto in Article 9 of the UCC.

“No-Action Letters” means various No-Action Letters issued by the SEC staff as described in Section 14(b) below.

“Obligations” means Borrower’s obligations provided in the Loan Agreement, the Note and the other Loan Documents to pay the Indebtedness payable to Lender in respect of the Loan thereunder, and to perform and observe all of the terms, covenants and provisions of each of the Loan Documents, including the payment of interest that, but for the commencement of a case under the Bankruptcy Code, would accrue on such Indebtedness.

“Pledged Collateral” means all of Borrower’s right, title and interest, whether now owned or hereafter acquired, in, under and to (i) the Formation Agreement and the Equity Interests, including, without limitation, Borrower’s share of the profits, losses and capital of Issuer, and all Voting Rights, claims, powers, privileges, benefits, options or rights of any nature whatsoever which currently exist or may be issued or granted by Issuer to Borrower, and all instruments, whether heretofore or hereafter acquired, evidencing such rights and interests, (ii) the Account Collateral, (iii) all Distributions, (iv) all General Intangibles relating to the foregoing, (v) the proceeds (including claims against third parties), products and accessions of the foregoing, (vi) all replacements and substitutions of the foregoing, (vii) all other rights appurtenant to the property described in foregoing clauses (i) through (vi), and (viii) any stock certificates, share certificates, limited liability company certificates, partnership certificates or other certificates or instruments evidencing the foregoing.

“XXX” xxxxx xxx Xxxxxx Xxxxxx Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as it may be amended from time to time.

“Security Interest” shall have the meaning ascribed thereto in Section 2 hereof.

“Securities Laws” means the Securities Act and applicable state securities laws.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Voting Rights” means all of Borrower’s rights under the Formation Agreement to vote and give approvals, consents, decisions and directions and exercise any other similar right with respect to the Pledged Collateral.

Section 2. Pledge. Borrower hereby grants, pledges, hypothecates, transfers and assigns to Lender a first priority perfected, continuing security interest in and lien on the Pledged Collateral and in all proceeds thereof (the “Security Interest”) as collateral security for the prompt and complete repayment and performance when due (whether at the stated maturity or otherwise) of the Obligations. No filing or other action is or will be necessary to perfect such first priority security interest of Lender in the Equity Interests that are represented by a certificate and that constitute certificated securities within the meaning of Article 8 of the UCC, except for delivery to Lender of the certificates evidencing the Equity Interests endorsed or accompanied by appropriate powers duly endorsed in blank. The first priority security interest of Lender in any of the Pledged Collateral that is not represented by a certificate or that is otherwise not a “security” within the meaning of Article 8 of the UCC, if any, shall be perfected by the filing of a financing statement or statements as hereinafter provided.

Section 3. Distributions. Except during the continuance of an Event of Default or as otherwise set forth in the Loan Documents to the contrary, Borrower shall have the right to receive Distributions, profits, losses, income, surplus, return on capital and all other proceeds paid in respect of the Pledged Collateral. Borrower hereby irrevocably authorizes and directs Issuer, upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, to distribute, transfer, pay and deliver directly to Lender, and not to Borrower, any and all Distributions at such time and in such manner as such Distributions would otherwise be distributed, transferred, paid and delivered to Borrower, for application in accordance with the Loan Agreement. If, during the continuance of an Event of Default under the Loan Agreement or otherwise in contravention of the Loan Documents, Borrower receives any Distributions, Borrower shall accept the same as Lender’s agent and hold the same in trust on behalf of and for the benefit of Lender and shall promptly deliver the same forthwith to Lender for application in accordance with the Loan Agreement, together with appropriate forms of assignment, UCC financing statements, and other appropriate instruments, if necessary, indicating the Security Interests of Lender in and to such Distribution. Borrower authorizes and directs Lender to apply any Distributions received by Lender in the manner described in the Loan Agreement.

Section 4. Voting Rights.

(a) Borrower hereby collaterally assigns the Voting Rights to Lender, subject to the terms and provisions of this Agreement and the other Loan Documents, provided that Lender may not exercise any such Voting Rights unless an Event of Default has occurred and is continuing.

(b) Except during the continuance of an Event of Default, Borrower may exercise the Voting Rights, provided that Borrower shall not exercise the Voting Rights in a manner which would result in a violation of any provision of this Agreement, the Loan Agreement or any other Loan Document. Upon the occurrence and during the continuance of an Event of Default, all rights of Borrower to exercise the Voting Rights shall cease and Lender shall have the right to exercise, in person or by its nominees or proxies, all Voting Rights assigned to it hereunder and Lender shall exercise such Voting Rights in such manner as Lender in its sole discretion shall deem to be in Lender’s best interests (subject to the terms of this Agreement and the other Loan Documents). Upon the occurrence and during the continuance of an Event of Default, Borrower shall effect the directions of Lender in connection with any such exercise in accordance with this Agreement.

(c) In connection with Lender’s exercise of the Voting Rights, Borrower shall cause Issuer to rely on a notice from Lender stating that an Event of Default has occurred and is continuing under the Loan Agreement or any other Loan Document, in which event no further direction from Borrower shall be required to effect the assignment of Voting Rights hereunder from Borrower to Lender, and Issuer shall immediately permit Lender to exercise all of the Voting Rights in respect of the business and affairs of Issuer. If the applicable Event of Default is no longer continuing, Borrower shall again automatically have all of the rights to exercise the Voting Rights and Lender shall so notify Issuer.

(d) Borrower acknowledges that, except for this Agreement and the other Loan Documents, it has not entered into, and it is not bound by the terms of, any agreement or understanding, whether oral or written, with respect to the purchase, sale, transfer or voting of any Voting Rights.

Section 5. Termination of Agreement. Immediately upon payment in full of all of the Obligations in accordance with the terms of the Loan Agreement and the other Loan Documents, this Agreement (including, without limitation, any power-of-attorney or proxy given hereunder or in connection herewith) shall immediately cease, terminate and be of no further force or effect. Thereafter, upon the request of Borrower and at Borrower’s sole cost and expense, Lender shall deliver to Borrower, without any representations, warranties or recourse of any kind whatsoever, such of the Pledged Collateral (including any certificate or certificates evidencing the Equity Interests, if any, along with the partnership, membership or stock powers, as applicable, endorsed in blank, if any) as then may be held or controlled by Lender hereunder or under the other Loan Documents, and execute and deliver to Borrower such documents as Borrower may reasonably request to evidence such termination, including, without limitation, UCC termination statements or similar documents to release Lender’s lien on the Pledged Collateral; provided that if Lender has misplaced or is otherwise unable to deliver the Pledged Collateral (including any certificate or certificates evidencing the Equity Interests, along with the membership powers endorsed in blank), Lender shall execute and deliver to Borrower a lost certificate affidavit and indemnity with respect to the Pledged Collateral containing

commercially reasonable terms agreed upon by Lender and Borrower. Any Pledged Collateral released from the Lien of this Agreement, the Loan Agreement and the other Loan Documents in accordance therewith pursuant to this Section 5 shall, effective upon such release, no longer be deemed “Pledged Collateral” for any purpose under this Agreement or the other Loan Documents. Lender agrees, at the request and sole cost and expense of Borrower, to notify Issuer and any other third party reasonably requested by Borrower of such termination; provided that, if Borrower shall arrange for repayment of the Obligations in their entirety by a third party, at Borrower’s request and at its sole cost and expense, Lender shall assign the Note, this Agreement and any other Loan Documents (to the extent requested by Borrower) to such third party, without recourse, representation or warranty.

Section 6. Liability. The trustees, officers, directors, employees and agents of Lender shall have no personal liability under this Agreement, except to the extent found by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from Lender’s gross negligence or willful misconduct, and any obligation of Lender under this Agreement to Borrower or Issuer shall be satisfied solely from the assets of Lender.

Section 7. Rights of Lender.

(a) Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. Subject to the other provisions of this Agreement, the Loan Agreement and the other Loan Documents, any part or all of the Pledged Collateral held by Lender may, without notice, but only during the existence of an Event of Default, be transferred into the name of Lender or its nominee and Lender or its nominee may thereafter without notice, exercise all Voting Rights and other rights in respect of the Pledged Collateral, including the exercise of any and all rights of conversion, exchange, subscription or any other rights, privileges or options in respect of the Pledged Collateral, as if it were the absolute owner thereof, all without liability except to account for property actually received by Lender or its nominee; provided, however, that Lender or its nominee shall have no duty to exercise any of the foregoing actions, or any liability for failure to do so or delay in so doing.

(b) Lender shall not be liable for the consequence of any Voting Rights cast or given by Lender in accordance with this Agreement, except for any such liability found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from Lender’s gross negligence, bad faith or willful misconduct.

(c) Except as otherwise expressly set forth in this Agreement, and except to the extent found by a final, non-appealable judgment of a court of competent jurisdiction to have been caused by Lender’s gross negligence, bad faith or willful misconduct, Lender shall have no liability to Borrower with respect to the receipt and application by Lender of Distributions, the holding by Lender of any Pledged Collateral pursuant to and in accordance with this Agreement and the other Loan Documents, or Lender’s taking, or failure to take, any action (including the obtaining of insurance) with respect to any Pledged Collateral.

(d) Borrower hereby authorizes Lender in its absolute discretion, prior to the termination of this Agreement pursuant to Section 5 hereof, (i) to file any and all financing and continuation statements in any jurisdiction or jurisdictions that Lender deems appropriate (including, without limitation, all initial financing statements and continuation statements), naming Borrower as debtor, with respect to any of the Pledged Collateral (including such as may be necessary to renew, extend and continue the perfection of the Security Interest of Lender) without consent of or authentication by Borrower and consents to a photocopy or other reproduction of this Agreement or of a financing statement being sufficient as a financing statement; and (ii) to file UCC financing statements indicating that the collateral covered by such financing statements is “all assets in which Borrower now or hereafter has rights” or “all assets.”

Section 8. Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender, without demand of performance or other demand, advertisement or notice of any kind (except as specified in the Loan Agreement, the other Loan Documents or as specified below or required by law) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices is hereby expressly waived to the extent permitted by applicable law), may, without obligation to resort to other security, and in addition to and not in limitation of any and all other remedies reserved to Lender hereunder or at law or in equity, forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at Lender’s offices or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem best with respect to its own interests, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Lender upon any such sale or sales, public or private, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity is hereby expressly waived and released to the extent permitted by law. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right to proceed against the Pledged Collateral of Borrower as it shall determine in its sole discretion. Lender shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold shall be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. To the extent permitted by law, Borrower hereby waives all rights of marshaling the Pledged Collateral and any other security at any time held by Lender and any right of valuation or appraisal. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Pledged Collateral or in any way relating to the rights of Lender hereunder, including reasonable out-of-pocket attorney’s fees and legal

expenses, to the payment in whole or in part, of the Obligations together with interest thereon at the Default Rate under the Loan Agreement, and only after so applying such net proceeds and after the payment by Lender of any other amount required by any provision of law, including, without limitation, the UCC and any version of the Uniform Commercial Code in effect in any applicable jurisdiction, need Lender account for the surplus, if any, to Borrower. Borrower agrees that Lender need not give more than 10 Business Days’ notice of the time and place of any public sale or of the time and place if any private sale or other intended disposition is to take place notwithstanding Section 9-612(b) of the UCC and that such notice is commercially reasonable notification of such matters. No notification need be given to Borrower if it has, after default, signed a statement renouncing or modifying any right to notification of sale or other intended disposition. Lender’s rights and remedies hereunder are cumulative, at law or in equity, with any and all of Lender’s other rights in connection with the Loan, and Lender may exercise any of such rights or remedies in any order. In addition to the rights and remedies granted to it in this Agreement and any other instrument securing, evidencing or relating to any of the Obligations, Lender shall have all the rights and remedies of a secured party under the UCC, as if such rights and remedies were fully set forth herein, and any rights and remedies of a secured party under any version of the Uniform Commercial Code in effect in any applicable jurisdiction in which such rights or remedies are sought to be enforced.

Section 9. Right to Become Member, Shareholder or Partner. (a) In addition to the remedies set forth in Section 8 hereof, upon the occurrence and during the continuance of an Event of Default, Lender may, by delivering written notice to Issuer and Borrower, after having acquired the right, title and interest of Borrower’s Equity Interests, succeed, or designate one or more nominees(s) to succeed, to all right, title and interest of Borrower (including, without limitation, the right, if any, to vote on or take any action with respect to Issuer) as a member, shareholder or partner of Issuer, as applicable, relating to the Equity Interests acquired. Borrower hereby irrevocably authorizes and directs Issuer on receipt of any such notice (i) to deem and treat Lender or its nominee in all respects as a member, shareholder or partner, as applicable (and not merely an assignee of a member, shareholder or partner, as applicable), of Issuer entitled to exercise all the rights, powers and privileges (including the right to vote on or take any action with respect to any and all membership, shareholder or partnership matters, as applicable, pursuant to the Formation Agreement) to receive all Distributions, to be credited with the capital account and to have all other rights, powers and privileges appertaining to such membership, shareholder or partnership interests, as applicable, to which Borrower would have been entitled had Borrower’s membership, shareholder or partnership interests, as applicable, not been transferred to Lender or such nominee, (ii) to execute amendments to the Formation Agreement admitting Lender or such nominee as a member, shareholder or partner, as applicable, in place of Borrower and (iii) to issue the membership, shareholder or partnership certificate(s), as applicable, in the name of Lender or its nominee, with respect to each of the Equity Interests represented by a certificate or certificates.

(b) Notwithstanding anything to the contrary contained herein, upon acquisition of any portion of the Pledged Collateral by Lender or any other Person through foreclosure or assignment in lieu of foreclosure, Borrower shall not be required to make additional contributions or other payments to Issuer.

Section 10. Certain Understandings of Parties; Certificated Securities. The parties acknowledge and agree that all of the Equity Interests have been “certificated”, are “securities” governed by Article 8 of the UCC and, during the terms of this Agreement the Equity Interests are and will be deemed securities under Article 8 and Article 9 of the UCC, including without limitation, Section 8-103(c) of the UCC. Notwithstanding the foregoing, to better assure the perfection of the security interest of Lender in the Equity Interests concurrently with the execution and delivery of this Agreement, and subsequently from time to time upon Lender’s written request following Lender’s transfer of all or any portion of the Loan, Borrower shall send written instructions in the form of Exhibit A hereto to the Issuer. Borrower shall promptly deliver to Lender, or cause Issuer or any other entity issuing the Equity Interests to deliver directly to Lender, share certificates or other instruments representing any Equity Interests acquired or received after the date of this Agreement with a stock or bond power duly executed in blank by Borrower in the form reasonably acceptable to Lender. If at any time Lender notifies Borrower that it requires additional stock or bond powers endorsed in blank, Borrower shall promptly execute in blank and deliver the requested stock or bond power to the requesting party.

Section 11. Representations, Warranties and Covenants of Borrower. Borrower hereby represents and warrants to and covenants and agrees with Lender with respect to itself and the Pledged Collateral that:

(a) Borrower is, and at all times will maintain its existence as, a limited liability company organized solely under the laws of the State of Delaware, has all requisite power and authority to execute, deliver and perform this Agreement and the Formation Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly authorized, executed and delivered by Borrower, is the legal, valid and binding obligation of Borrower, and is enforceable as to Borrower in accordance with its terms, subject, however, to bankruptcy, insolvency and other rights of creditors generally and to general principles of equity.

(c) The execution, delivery, observance and performance by Borrower of this Agreement and the transactions contemplated hereby will not result in any violation of the Formation Agreement or, to Borrower’s knowledge, of any constitutional provision, law, statute, ordinance, rule or regulation applicable to it; or of any judgment, decree or order applicable to it and will not conflict with, or cause a breach of, or default under, any such term or, except for the liens created or contemplated hereby, result in the creation of any mortgage lien, pledge, charge or encumbrance upon any of its properties or assets pursuant to any such term.

(d) It is not necessary for Borrower to obtain or make any (i) governmental consent, approval or authorization, registration or filing from or with any governmental authorities or (ii) consent, approval, waiver or notification of partners, creditors, lessors or other nongovernmental persons, in each case, in connection with the execution and delivery of this Agreement or the consummation of the transactions herein presently contemplated which has not been filed or obtained.

(e) Borrower is as of the date hereof (i) the sole economic, managing and voting member of Issuer, (ii) the owner of 100% of the membership interests in Issuer and (iii) the sole owner of all direct beneficial interests in the Pledged Collateral. Borrower owns the Pledged Collateral, and the Pledged Collateral is and shall remain, free and clear of any lien, mortgage, encumbrance, charge, pledge, security interest, or claim of any kind (including, without limitation, any unconditional sale or other title retention agreement) other than as created by this Agreement or as permitted by the Loan Agreement.

(f) The Equity Interests are, and Borrower covenants and agrees that it will ensure at all times that such Equity Interests remain, “securities” within the meaning of the UCC and, in particular, with respect to the Equity Interests that are represented by a certificate or certificates, are “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, and Borrower has taken all steps necessary to afford Lender “control” of such Equity Interests within the meaning of the UCC.

(g) Borrower covenants and agrees to take commercially reasonable efforts to defend, at its sole cost and expense, Lender’s right, title and Security Interest in and to the Pledged Collateral and the proceeds thereof, created pursuant hereto, against the claims and demands of all Persons whomsoever.

(h) The Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable.

(i) The Equity Interests constitute 100% of the interests in capital, profits, distribution, management and voting rights in Issuer.

(j) Upon Lender obtaining and maintaining possession of the “security certificates” (as defined in Section 8-102(a)(16) of the UCC) identified on Schedule 1 and the timely filing of a UCC financing statement adequately describing the Pledged Collateral in the office of the Secretary of State of the State of Delaware, all steps necessary to create and perfect the security interest created by this Agreement as a valid and continuing first priority lien on, and first priority perfected (subject to possession of the certificates and filing of the financing statements referenced above) security interest in, the Pledged Collateral, in favor of Lender, prior to all other liens, security interests and other claims of any sort whatsoever, have been taken. Borrower has not granted a security interest in the Pledged Collateral to any other party, and the security interest granted pursuant to this Agreement in the Pledged Collateral constitutes a valid, perfected first priority security interest in the Pledged Collateral subject to Permitted Encumbrances.

(k) Borrower has not changed its name, or used, adopted or discontinued the use of any trade name, fictitious name or other trade name or trade style.

(l) Borrower will not change its name in any manner which could make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507(c) of the UCC (or any other then-applicable provision of the UCC) unless Borrower shall have given Lender at least 10 Business Days’ prior notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change, if it is impossible to take such action in advance) necessary or reasonably requested by Lender to amend such financing statement or continuation statement so that it is not seriously misleading.

(m) Borrower shall perform all of its obligations under the Formation Agreement and shall not amend the Formation Agreement in contravention of the Loan Agreement or in any manner that would reduce or impede Lender’s rights or remedies hereunder.

Section 12. Certain Covenants.

(a) No Disposition. Borrower agrees that, except to the extent permitted under the Loan Agreement, it will not directly or indirectly sell, assign, transfer, exchange, encumber or otherwise dispose of, or grant any option with respect to, the Pledged Collateral, nor will it create, incur or permit to exist any security interest with respect to any of the Pledged Collateral or any proceeds thereof, except for the Security Interest provided for by this Agreement.

(b) Delivery of Certificates and Instruments. Any and all certificates or instruments at any time representing or evidencing any Pledged Collateral shall be immediately delivered to and held by or on behalf of Lender pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance reasonably satisfactory to Lender. Lender shall have the right, at any time, after the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of Lender or its nominee any Pledged Collateral. In addition, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

(c) Other Units. Borrower has not and shall not permit the issuance of any units of membership interest, stock or partnership interest, as applicable, or other securities in addition to or in substitution for the Equity Interests.

Section 13. Other Partners, Shareholders and/or Members Shall Join. Every member, shareholder or partner, as applicable, hereinafter admitted to Issuer as a successor or additional member, shareholder or partner (to the extent permitted under the Loan Documents) shall at Lender’s request and as a condition thereto, join in this Agreement and agree to be bound by the terms and provisions hereof, pursuant to a written joinder and assumption agreement in form and substance reasonably satisfactory to Lender, and execute and deliver appropriate forms of assignment and other appropriate instruments indicating the Security Interest of Lender in the member’s Pledged Collateral. The failure of any new member, shareholder or partner, as applicable, to execute and deliver the same prior to or contemporaneously with its admission as a member, shareholder or partner in Issuer, if such failure shall continue for 10 days after request by Lender, shall constitute an Event of Default hereunder and under the terms and provisions of the Loan Documents.

Section 14. Foreclosure Sales of Securities.

(a) No Obligation to Register. In exercising its remedies hereunder, Lender may be unable to sell Equity Interests publicly pursuant to this Agreement without registering them under the Securities Laws, which would likely be an expensive and time-consuming undertaking and, in fact, one which might be impossible to accomplish even if Lender were willing to invest the necessary time and money. Even though Lender may be able to register Equity Interests under the Securities Laws, it may nonetheless regard such registration as too expensive or too time-consuming (such determination to be made in Lender’s sole discretion). If Lender sells Equity Interests without registration, Lender may be required to sell them only in private sales to a restricted group of offerees and purchasers who fulfill certain suitability standards and who will be obliged to agree, among other things, to acquire the Equity Interests for their own account for investment and not with a view to distributing or reselling them. Borrower acknowledges that such a private sale may result in less favorable prices and other terms than a public sale. Borrower agrees that a private sale, even under these restrictive conditions, will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Borrower or Issuer agrees to pay all costs of the registration process.

(b) Right of Lender to Purchase at No-Action Public Sale. Borrower is aware that Section 9-610 of the UCC states that Lender is able to purchase the Equity Interests only if they are sold at a public sale. Borrower is also aware that SEC staff personnel have, over a period of years, issued various No-Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act. Borrower is also aware that Lender may wish to purchase the Equity Interests that are sold at a foreclosure sale, and Borrower believes that such purchases would be appropriate in circumstances in which the Equity Interests are sold in conformity with the principles set forth in the No-Action Letters. Borrower specifically agrees that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (i) shall be considered to be a “public” sale for purposes of Section 9-610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the Securities Laws, even if Borrower agrees or Issuer agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable even if Lender purchases Equity Interests at such a sale.

(c) Intercreditor Agreement. Borrower acknowledges that Mortgage Lender has imposed certain restrictions on Lender’s ability to foreclose under this Agreement, including that Lender shall have obtained a Rating Agency Confirmation prior to its commencement of any foreclosure under this Agreement unless the proposed transferee meets certain financial requirements and certain other conditions are satisfied. Borrower specifically agrees that a foreclosure sale conducted in conformity with such requirements (i) shall be considered to be a “public” sale for purposes of Section 9-610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that such restrictions are imposed; and (iii) shall be considered to be commercially reasonable even if Lender purchases Equity Interests at such a sale.

(d) General Standards Applicable to Foreclosure Sales. Borrower agrees that Lender shall have no general duty or obligation to make any effort to obtain or pay any particular price for any Equity Interests sold by Lender pursuant to this Agreement (including sales made to Lender). Lender may, in its discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Borrower specifically agrees that a foreclosure sale conducted in conformity with this Section 14 will be considered commercially reasonable.

(e) Further Assurances. Borrower shall use all reasonable efforts to do or cause to be done all such other acts and things (except that Borrower shall not be obligated to register any Equity Interests under the Securities Laws) as may be reasonably necessary to make any sale or sales of Equity Interests valid and binding and in compliance with applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Borrower’s expense.

(f) Equitable Remedy. Borrower agrees that a breach of any of the covenants contained in this Section 14 shall cause irreparable injury to Lender, and that Lender will have no adequate remedy at law in respect of such breach. As a consequence, Borrower agrees that each and every covenant contained in this Section 14 shall be specifically enforceable against Borrower.

Section 15. Reimbursement of Lender.

(a) Borrower hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable out-of-pocket costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower or this Agreement (except to the extent found by a final non-appealable judgment of a court of competent jurisdiction to have resulted from Lender’s gross negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Borrower under this Agreement.

(b) In no event shall Lender be liable to Borrower for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and any state of facts determined by a final non-appealable judgment of a court of competent jurisdiction to be caused by Lender’s gross negligence or willful misconduct in connection therewith.

Section 16. No Waiver of Rights by Lender. Nothing herein shall be deemed (a) to be a waiver of any right which Lender may have under the Bankruptcy Code or the bankruptcy laws of any state to file a claim for the then outstanding amount of the Loan or to require that all of the Pledged Collateral shall continue to secure all of the Obligations; (b) to impair the validity of the Loan, the Loan Agreement, the Note, the other Loan Documents or any other document or instrument delivered to Lender in connection therewith; or (c) to impair the

right of Lender to commence an action to foreclose any lien or security interest in connection with the exercise of its remedies hereunder. Nothing herein shall be deemed to be a waiver of any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the indebtedness of the Loan and other amounts due under this Agreement, the Loan Agreement, the Note, or the other Loan Documents or to require that all of the Pledged Collateral shall continue to secure the Obligations.

Section 17. Irrevocable Proxy. Solely with respect to Article 8 Matters, Borrower hereby irrevocably grants and appoints Lender, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as Borrower’s true and lawful proxy, for and in Borrower’s name, place and stead to vote the Equity Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters. The proxy granted and appointed in this Section 17 shall include the right to sign Borrower’s name (as a member, shareholder or partner of Issuer, as applicable) to any consent, certificate or other document relating to an Article 8 Matter and the Equity Interests that applicable law may permit or require, to cause the Equity Interest to be voted in accordance with the preceding sentence. Borrower hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter and the Equity Interests that Borrower may have granted or appointed. Borrower will not give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to the Equity Interests with respect to any Article 8 Matter and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect. The proxies and powers granted by the Borrower pursuant to this Agreement are coupled with an interest and are given to secure the performance of the Borrower’s obligations.

Section 18. Miscellaneous.

(a) Successors. Except as otherwise provided in this Agreement, whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party, provided that Borrower may not assign its obligations hereunder except as may be provided in, and in accordance with, the Loan Agreement. All covenants and promises and agreements in this Agreement contained, by or on behalf of Borrower, shall inure to the benefit of Lender and its successors and assigns.

(b) Governing Law.

(1) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(2) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. BORROWER HEREBY (I) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH

PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (II) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

0000 Xxxxxxxxxxx Xxxx, Xxxxx 000

Xxxxxxxxxx, XX XXX 00000

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO MORTGAGOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON MORTGAGOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

(c) Modification, Waiver in Writing. This Agreement may not be amended or waived, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, waiver, consent or approval is in writing signed by Lender and (in the case of amendments) Borrower.

(d) Notices. The provisions of Section 9.4 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(e) Trial by Jury. The provisions of Section 9.5 of the Loan Agreement (as it relates to the waiver of jury trial by Borrower and Lender) are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(f) Principles of Construction. The provisions of paragraph (b) of the “Definitions” section of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(g) Severability. The provisions of Section 9.8 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(h) Offsets, Counterclaims and Defenses. All payments made by Borrower hereunder shall be made irrespective of, and without any deduction for, any setoffs or counterclaims. Borrower waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender arising out of or in any way connected with this Agreement or the Obligations.

(i) No Joint Venture. The provisions of Section 9.12 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(j) Counterparts. The provisions of Section 9.15 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(k) No Third-Party Beneficiaries. This Agreement is solely for the benefit of Lender and Borrower, and nothing contained in this Agreement shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein.

(l) Limitation on Liability of Borrower; Exculpation. The provisions of Section 9.19 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(m) Right of Set-Off. The provisions of Section 9.20 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(n) Servicer. The provisions of Section 9.22 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(o) Prior Agreements. The provisions of Section 9.27 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

(p) Further Assurances. Borrower shall from time to time, at its expense, promptly execute and deliver (and/or cause to be executed and delivered) all further instruments and agreements, and take all further actions, that may be necessary or appropriate, or that Lender may reasonably request, in order to perfect or protect any assignment, pledge or security interest granted or purported to be granted hereby or to enable Lender to exercise or enforce its rights and remedies hereunder.

[Signature appears on the following page]

IN WITNESS WHEREOF, Borrower has executed and delivered this Agreement as of the date first above written.


BORROWER:

GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President – Corporate Counsel and Assistant Secretary

Schedule 1

LIST OF EQUITY INTERESTS


Issuer	Class of Interest	Certificate No.		Percentage of Class Represented by Equity Interest
Toys “R” Us Property Company II, LLC	limited liability company		2		100	%

Exhibit A

FORM OF INSTRUCTION TO REGISTER PLEDGE

FOR ISSUER

November 3, 2016

To:	Toys “R” Us Property Company II, LLC

0 Xxxxxxxx Xxx

Xxxxx, Xxx Xxxxxx 00000

Attn: General Counsel

In accordance with the requirements of that certain Pledge and Security Agreement (Mezzanine Loan), dated as the date hereof (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), between BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND - ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC (together with each of their respective successors and assigns, collectively, “Lender”) and GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) (defined terms used herein as therein defined), you are hereby instructed, notwithstanding your and our understanding that the limited liability company interests, partnership interests and shares of stock described below are a “security” under the Uniform Commercial Code, as in effect from time to time in the State of New York (the “UCC”) as a precaution in the event that such interest was nevertheless held not to be a security and to better assure the perfection of the security interest of Lender in such interests, to register the pledge of the following interests in the name of Lender as follows:

The 100% limited liability company interests of the undersigned in the issuer (the “Issuer”) as listed on Schedule 1 to the Pledge Agreement including without limitation all of Borrower’s right, title and interest, whether now owned or hereafter acquired, in, under and to (collectively, the “Pledged Collateral”):

(i) the Formation Agreement and the Equity Interests, including, without limitation, Borrower’s share of the profits, losses and capital of Issuer, and all Voting Rights, claims, powers, privileges, benefits, options or rights of any nature whatsoever which currently exist or may be issued or granted by Issuer to Borrower, and all instruments, whether heretofore or hereafter acquired, evidencing such rights and interests,

(ii) the Account Collateral (as defined in that certain Mezzanine Loan Agreement, dated the date hereof, by and between Lender and Borrower);

(iii) all distributions (whether in cash or in kind) and all interest in respect of, and all proceeds of, any instrument or interest constituting part of the Pledged Collateral, of whatever kind or description, real or personal, whether in the ordinary course or in partial or total liquidation or dissolution, or any recapitalization, reclassification of capital, or reorganization or reduction of capital, or otherwise,

(iv) all General Intangibles (as defined in Article 9 of the UCC) relating to the foregoing,

(v) the proceeds (including claims against third parties), products and accessions of the foregoing,

(vi) all replacements and substitutions of the foregoing,

(vii) all other rights appurtenant to the property described in foregoing clauses (i) through (vi), and

(viii) any stock certificates, share certificates, limited liability company certificates, partnership certificates or other certificates or instruments evidencing the foregoing.

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]


Very truly yours,

GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company

By:
		Name:
		Title:

LENDER:

BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.,

BRIGADE CREDIT FUND II LTD.,

BRIGADE STRUCTURED CREDIT FUND LTD.,

LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION,

BRIGADE DISTRESSED VALUE MASTER FUND LTD.,

THE COCA-COLA COMPANY MASTER RETIREMENT TRUST,

FEDEX CORPORATION EMPLOYEES’ PENSION TRUST,

DELTA MASTER TRUST,

BRIGADE OPPORTUNISTIC CREDIT FUND - ICIP, LTD., and

BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC

By: Brigade Capital Management, LP, as Investment Advisor


By:
		Name: Xxxxxxx Xxxxxxxxx
		Title: Chief Financial Officer

Document Metadata

Table of Contents

PLEDGE AND SECURITY AGREEMENT (Mezzanine Loan)

Document Metadata