Amended and Restated Master Lease Agreement



 Exhibit 10.1 
  
  
 AMENDED AND RESTATED MASTER LEASE AGREEMENT 
 Dated as of July 9, 2009

 Among 
 MAP REAL ESTATE, LLC, 
 WAYNE REAL ESTATE COMPANY, LLC, 
 TRU 2005 RE I, LLC, and 
 TRU 2005 RE II Trust, 
 collectively as Landlord, 
 and 
 TOYS “R” US – DELAWARE, INC., 
 as Tenant 
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	 Page

		  	ARTICLE I – LEASED PROPERTY; TERM	  	
			
	 1.1
	  	 Leased Property
	  	1
	 1.2
	  	 Release of Unimproved Parcels
	  	2
	 1.3
	  	 Uneconomic Property
	  	3
	 1.4
	  	 Term
	  	4
	 1.5
	  	 No Merger of Landlord’s Interest
	  	4
	 1.6
	  	 Limitation of Term as a Result of Overlease Terms
	  	4
	 1.7
	  	 Possible Additional Capital Improvements
	  	5
			
		  	ARTICLE II – DEFINITIONS	  	
			
	 2.1
	  	 Definitions
	  	5
			
		  	ARTICLE III – RENT	  	
			
	 3.1
	  	 Rent
	  	14
	 3.2
	  	 Base Rent
	  	14
	 3.3
	  	 Survival
	  	15
	 3.4
	  	 Scheduled Additional Charges
	  	15
	 3.5
	  	 Variable Additional Charges
	  	15
	 3.6
	  	 Escrows on Event of Default
	  	16
	 3.7
	  	 Net Lease
	  	17
			
		  	ARTICLE IV – NO TERMINATION OR ABATEMENT	  	
			
	 4.1
	  	 No Termination, Abatement, etc.
	  	17
			
		  	ARTICLE V – OWNERSHIP OF THE LEASED PROPERTY	  	
			
	 5.1
	  	 Ownership of the Leased Property
	  	17
	 5.2
	  	 Tenant’s Personalty
	  	18
			
		  	ARTICLE VI – AFFIRMATIVE COVENANTS; USE	  	
			
	 6.1
	  	 Tenant Covenants
	  	18
			
		  	ARTICLE VII – NEGATIVE COVENANTS	  	
			
	 7.1
	  	 Tenant’s Negative Covenants
	  	21
			
		  	ARTICLE VIII – ALTERATIONS; LEASING	  	
			
	 8.1
	  	 Alterations
	  	22

  

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	 8.2
	  	 Subletting and Assignment
	  	22
		  	 8.2.1 Generally
	  	22
		  	 8.2.2 Certain Sublettings and Assignments
	  	23
		  	 8.2.3 Landlord’s Right to Collect from Assignees and Subtenants
	  	23
		  	 8.2.4 Continuing Requirement for Consents
	  	23
		  	 8.2.5 Required Assignment and Subletting Provisions
	  	23
			
		  	ARTICLE IX	  	
			
	 9.1
	  	 Maintenance and Repair
	  	24
	 9.2
	  	 Immaterial Encroachments, Restrictions, etc.
	  	25
			
		  	ARTICLE X – CASUALTY AND CONDEMNATION	  	
			
	 10.1
	  	 Insurance
	  	25
	 10.2
	  	 Casualty; Application of Proceeds
	  	28
	 10.3
	  	 Condemnation
	  	29
			
		  	ARTICLE XI – INTENTIONALLY OMITTED	  	
			
		  	ARTICLE XII – EVENTS OF DEFAULT	  	
			
	 12.1
	  	 Events of Default
	  	31
	 12.2
	  	 Certain Remedies
	  	32
	 12.3
	  	 Damages
	  	32
	 12.4
	  	 Application of Funds
	  	33
			
		  	ARTICLE XIII	  	
			
	 13.1
	  	 Landlord’s Right to Cure Tenant’s Default
	  	33
			
		  	ARTICLE XIV – HOLDING OVER AND SUBORDINATION	  	
			
	 14.1
	  	 Holding Over
	  	34
	 14.2
	  	 Subordination
	  	34
	 14.3
	  	 Attornment
	  	35
			
		  	ARTICLE XV – RIGHTS OF LANDLORD’S LENDER	  	
			
	 15.1
	  	 Landlord’s Lender Generally
	  	35
	 15.2
	  	 Successor to Landlord
	  	35
	 15.3
	  	 Limitation of Successor Landlord Liability
	  	37
	 15.4
	  	 Lease Modifications
	  	37
	 15.5
	  	 Notice of Default to Landlord’s Lender
	  	37
	 15.6
	  	 Modifications to Secure Financing
	  	37
	 15.7
	  	 Delivery of Notices to Landlord’s Lender
	  	37
	 15.8
	  	 Right of Landlord’s Lender to Enforce Lease
	  	38

  

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	 15.9
	  	 Exercise of Landlord’s Discretion
	  	38
	 15.10
	  	 Cure of Landlord Defaults
	  	38
	 15.11
	  	 Indemnification
	  	38
			
		  	ARTICLE XVI	  	
			
	 16.1
	  	 No Waiver
	  	39
			
		  	ARTICLE XVII	  	
			
	 17.1
	  	 Remedies Cumulative
	  	39
			
		  	ARTICLE XVIII	  	
			
	 18.1
	  	 Acceptance of Surrender
	  	40
			
		  	ARTICLE XIX	  	
			
	 19.1
	  	 No Merger of Title
	  	40
			
		  	ARTICLE XX	  	
			
	 20.1
	  	 Conveyance by Landlord
	  	40
			
		  	ARTICLE XXI	  	
			
	 21.1
	  	 Quiet Enjoyment
	  	40
			
		  	ARTICLE XXII	  	
			
	 22.1
	  	 Notices
	  	41
			
		  	ARTICLE XXIII	  	
			
	 23.1
	  	 Appraisers
	  	42
			
		  	ARTICLE XXIV – CONFIDENTIALITY	  	
			
	 24.1
	  		  	43
			
		  	ARTICLE XXV – ENVIRONMENTAL INDEMNITY	  	
			
	 25.1
	  		  	44
	 25.2
	  		  	45
	 25.3
	  		  	45
	 25.4
	  		  	45
	 25.5
	  		  	45
	 25.6
	  		  	45
	 25.7
	  		  	46

  

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		  	ARTICLE XXVI – MISCELLANEOUS	  	
			
	 26.1
	  	 Survival of Claims
	  	46
	 26.2
	  	 Severability
	  	46
	 26.3
	  	 Maximum Permissible Rate
	  	46
	 26.4
	  	 Headings
	  	46
	 26.5
	  	 Exculpation; No consequential, punitive or indirect damages
	  	46
	 26.6
	  	 Exhibition of Leased Property
	  	46
	 26.7
	  	 Entire Agreement
	  	47
	 26.8
	  	 Governing Law
	  	47
	 26.9
	  	 No Waiver
	  	47
	 26.10
	  	 Successors and Assigns
	  	47
	 26.11
	  	 Modifications in Writing
	  	47
	 26.12
	  	 No Waiver
	  	47
	 26.13
	  	 Third Party Beneficiaries
	  	47
	 26.14
	  	 Waiver of Landlord’s Lien
	  	47
	 26.15
	  	 Separate Lease
	  	47
			
		  	ARTICLE XXVII	  	
			
	 27.1
	  	 Memorandum of Lease
	  	48
			
		  	ARTICLE XXVIII	  	
			
	 28.1
	  	 True Lease
	  	48
	 28.2
	  	 Acknowledgment of Law
	  	48
	 28.3
	  	 Single Lease
	  	48

  

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 LIST OF EXHIBITS AND SCHEDULES 
 SCHEDULE 1.1 – Excluded Properties 
 EXHIBIT A – Legal Description of the Land

 EXHIBIT B – Individual Leased Property Base Rent, as well as Overlease and Overlease Expiration Dates 
 SCHEDULE 6.1(h) – Reporting Requirements 
 SCHEDULE 10.1 – Insurance Requirements 
 SCHEDULE 15.1 – Landlord’s Debt Documents as of the date hereof 
  

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 AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of the
9th day of July, 2009, among MAP REAL ESTATE, LLC, WAYNE REAL ESTATE COMPANY, LLC, TRU 2005 RE I, LLC, each a Delaware limited liability company, and TRU 2005 RE II TRUST, a Delaware statutory trust, (collectively, “Landlord”), each
having offices c/o Toys ‘R’ Us, Inc., One Geoffrey Way, Wayne, New Jersey, 07470 Attention: Chief Financial Officer, and TOYS “R” US – DELAWARE, INC., a Delaware corporation (“Tenant”), having its principal
offices at One Geoffrey Way, Wayne, New Jersey, 07470 Attention: Chief Financial Officer. 
 RECITALS 
 WHEREAS, Landlord and Tenant are parties to that certain Master Lease Agreement dated as of December 9, 2005, pursuant to which
Landlord agreed to let to Tenant, and Tenant agreed to lease from Landlord, certain parcels of real property and improvements, defined therein as the “Leased Property”; 
 WHEREAS, Landlord and Tenant now wish to amend and restate said Master Lease Agreement to (i) terminate the same with respect to the 25
properties listed on Schedule 1.1 attached hereto concurrently with the sale of such properties by Landlord to Tenant or its designee (the “Excluded Properties”) and the execution and delivery hereof, (ii) extend the term of
said Master Lease to June 30, 2029, and (iii) effect such other amendments thereto as are hereinafter provided. 
 NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that: 
 A. said Master Lease Agreement is hereby terminated with respect to the Excluded Properties, and neither Landlord nor Tenant shall have any
rights or obligations under said Master Lease Agreement with respect to the Excluded Properties except to the extent that any of the same are expressly stated under said Master Lease Agreement to survive the termination thereof; as used hereinafter,
the term “Leased Properties” shall exclude the Excluded Properties for all purposes hereunder; and 
 B. to amend and
restate said Master Lease Agreement in its entirety as follows: 
 ARTICLE I – LEASED PROPERTY; TERM 
 1.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases
from Landlord all of Landlord’s right, title and interest in and to all of the following (collectively or individually, as the context may require, the “Leased Property”): 
 (i) those certain tracts, pieces and parcels of land, as more particularly described in Exhibit A attached hereto and
made a part hereof (collectively, the “Land”); 







 (ii) all buildings, structures, Fixtures (all capitalized terms used but not
elsewhere defined herein shall have the meaning provided therefor in Article II hereof) and other improvements of every kind, including alleyways, sidewalks, utility pipes, conduits and lines, parking areas and roadways appurtenant to such buildings
and structures presently or hereafter situated upon the Land (collectively, the “Leased Improvements”); 
 (iii) all easements, rights and appurtenances relating to the Land and the Leased Improvements; and 
 (iv) all permanently affixed equipment, machinery, fixtures (as defined in the Uniform Commercial Code as in effect in the State of New York) (including all HVAC equipment, elevators, escalators and
lighting, together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing), and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in
connection with, and permanently affixed to or incorporated into the Leased Improvements, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air- and
water-pollution-control, waste-disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire- and theft-protection equipment, all of which, to the greatest extent permitted by law, are hereby deemed by the parties
hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively the “Fixtures”); provided that the foregoing shall exclude all items included within Tenant’s
Personalty . 
 1.2 Release of Unimproved Parcels. Notwithstanding anything herein to the contrary, Landlord shall have
the right from time to time to terminate this Lease, with respect to any Unimproved Parcels located at the Leased Property as well as grant in connection therewith in respect of the Leased Property remaining subject to this Lease reasonable
easements, restrictions, covenants, reservations and rights of way for, among other things, traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other
similar purposes at no cost to Landlord and with no adjustment in Rent; provided, in each such case, (x) such Unimproved Parcel shall be used for the purpose of erecting, maintaining and operating other structures and improvements not
inconsistent with the use of the related Leased Property, and (y) such termination will not materially adversely affect either the value of the remaining portion of the related Leased Property (as distinguished from the value of the entire
Leased Property) or the net operating income of the remaining portion of the Leased Property (taking into account, to the extent applicable, any potential loss of revenue resulting if the transfer and development of the Unimproved Parcel by Landlord
were not to occur), as supported by the Officer’s Certificate of Landlord described below. As used herein, “Unimproved Parcel” shall mean, with respect to a Leased Property, one or more land areas comprising such Leased Property on
which no improvements used in connection with the Primary Intended Use are situate, and not materially required for the Primary Intended Use. In connection with any termination permitted pursuant to this Section, Tenant agrees to execute and deliver
any instrument reasonably necessary or appropriate to facilitate said action, subject to Tenant’s receipt of: 
  

	 	1.	a plot plan identifying the location of the applicable Unimproved Parcel; 

  


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	 	2.	a metes and bounds description of the portion of such Unimproved Parcel; and 

  

	 	3.	an amendment to the legal description attached as an exhibit to this Lease implementing the proposed release, including a metes and bounds description of the portion of
the Land at the relevant Leased Property that will continue to be subject to this Lease after the proposed termination. 

 1.3 Uneconomic Property. 
 (a) Subject to the terms of this Section, if, at any time during the Term, in the
good faith judgment of Tenant (as evidenced by an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment), any Leased Property (other than the headquarters office facility located in Wayne, New Jersey) becomes or
imminently will become uneconomic or unsuitable for use a Toys “R” Us store or distribution center (as applicable), and will remain uneconomic or unsuitable for such use for the foreseeable future (in each case, any such Leased Property,
an “Uneconomic Property”), then, Tenant shall have the right (but, except to the extent provided in Section 1.3(d), not the obligation), so long as no Event of Default shall have occurred and be continuing (at the time of
Tenant’s delivery of a Tenant Termination Election Notice or at any time thereafter prior to the sale of the applicable Uneconomic Property by Landlord pursuant to this Section 1.3(d)), to request the termination of the Lease with respect
to such Uneconomic Property in accordance with the terms of this Section. Tenant shall signify its election to exercise such option to terminate the Lease by giving notice (each, a “Tenant Termination Election Notice”) of the
election to Landlord and Landlord’s Lender, accompanied by the Officer’s Certificate described in the immediately preceding sentence. Upon receipt of a Tenant Termination Election Notice Landlord shall use reasonable, good faith efforts to
market and sell such Uneconomic Property as unencumbered by this Lease. If Landlord sells such Uneconomic Property, this Lease shall terminate with respect to such Uneconomic Property as of the closing of such sale, and Tenant shall vacate such
Uneconomic Property at or prior to such closing. Provided Landlord uses reasonable, good faith efforts to market and sell an Uneconomic Property, Landlord shall have no liability to Tenant and the Lease shall continue with respect to such Uneconomic
Property in the event Landlord is unable sell the same. Further, Landlord shall not be required to sell an Uneconomic Property (and its efforts to sell shall be deemed reasonable and in good faith it if is unable to sell an Uneconomic Property) for
an amount less than the fair market value of such Uneconomic Property, as unencumbered by this Lease. 
 (b) Tenant hereby
agrees to pay all reasonable out-of-pocket expenses in connection with any actions taken pursuant to this Section, including all reasonable out-of-pocket expenses and costs incurred by Landlord or Landlord’s Lender (or any of their respective
affiliates), regardless whether a sale of an Uneconomic Property is ultimately effected, including those of the following nature: audits; travel; accounting services; environmental and engineering reports; credit reports; appraisals; property
evaluations; preparation, negotiation, execution and delivery of documents; attorneys’ fees and expenses of Landlord and Landlord’s Lender; transfer, transfer gains, intangibles, and deed recording taxes; title insurance; survey; and
document recordings and filings. 
  

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 (c) Upon the termination of the Lease with respect to an Uneconomic Property pursuant to
clause (a) above, Tenant shall, in addition to any amounts payable pursuant to clause (b) above, pay Landlord an amount equal to the excess (if any) of the net present value of the Base Rent for such Uneconomic Property over the remaining
Term for such Uneconomic Property, discounted at 10% per annum, over the sales proceeds for such Uneconomic Property received by Landlord. 
 (d) In addition to the foregoing, if by reason Tenant’s determination no longer to operate or cause the operation of its or another business at a Leased Property, an overlandlord or other Person
shall have the right to exercise a purchase right, purchase option, termination right or recapture right in respect of such Leased Property pursuant to a Property Document applicable thereto, then on or after the 180th day prior to the date on which such right would be triggered, Tenant
shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of Section 1.3(a) and, if the Lease is terminated pursuant to said Section 1.3(a), pay the amount
required to be paid pursuant to Section 1.3(c). 
 1.4 Term. Subject to the terms of Section 1.6, the term of
this Lease (the “Term”) shall commence on the Commencement Date and shall expire on June 30, 2029, unless otherwise terminated as provided herein, provided that the Term for those certain Overleased Properties set forth on Exhibit B
that have an expiration date under the applicable Overlease expiring prior to June 30, 2029, shall expire on the earlier expiration date under the applicable Overlease. In no event shall the Term with respect to any Leased Property extend
beyond June 30, 2029. 
 1.5 No Merger of Landlord’s Interest. If Landlord or any Affiliate of Landlord shall
purchase any fee or other interest in a Leased Property that is superior to the interest of Landlord, such as the lessor’s interest in an Overleased Property, then the estate of Landlord and such superior interest shall not merge and, without
limiting the foregoing, Tenant shall continue to be liable hereunder to pay any rent and perform any other obligations of the lessee under such Overlease. Further, in the event Landlord or any Affiliate of Landlord acquires a superior lessor’s
interest in an Overleased Property and the term of the related Overlease shall have expired, then Landlord or such Affiliate shall have the right to enter into a new Overlease and receive from Tenant reimbursement (or payment) of Overlease rent in
an amount equal to the same Overlease rent as was payable under the expired Overlease, increased by 5 percent, and increased again by 5 percent every fifth anniversary of the commencement of the new Overlease. 
 1.6 Limitation of Term as a Result of Overlease Terms. With respect to any Overleased Property, the Overlease for which has an
expiration date (taking into account any renewal options thereunder as of the date hereof or hereafter exercised) prior to the expiration of the Term, (i) this Lease shall expire with respect to such Overleased Property on the date provided for
in Section 1.4 (taking into account the terms of the following clause (ii)), and (ii) if a Overlease renewal option is not exercised as of the date hereof and Landlord has not (in its sole discretion) determined to exercise such renewal
option, then Tenant may require Landlord to exercise such renewal term on the following terms and conditions: (1) no Event of Default shall

  

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have occurred and be continuing (either at the time of Tenant’s request or at the time Landlord is to exercise such option), (2) Tenant shall notify Landlord, on a date reasonably prior
to the date on which such renewal option must be exercised, that Tenant wishes Landlord to exercise such renewal option, and (3) such notice shall constitute Tenant’s agreement to pay to Landlord (as and when the same become due and
payable) all base and additional rent and other sums due and payable under the affected Overlease during such renewal term (including the portion thereof extending beyond the Term), provided that Landlord shall credit against amounts due
under this clause (3), in respect of the portion of the Overlease renewal term extending beyond the Term any rent and similar payments Landlord receives from any third party in consideration for the lease of the premises in respect of such portion
of the Overlease renewal term and Landlord shall use commercially reasonable efforts to lease the premises in such period. The provisions of clause (3) of the immediately preceding sentence and the related proviso shall survive the expiration
or earlier termination of this Lease. In no event shall the Term of this Lease with respect to any Leased Property extend beyond June 30, 2029. 
 1.7 Possible Additional Capital Improvements. If Tenant requests Landlord to make (at Landlord’s cost), or pay the cost of, a capital improvement at a Leased Property, and Landlord
agrees to such request, or if Landlord offers to Tenant that Landlord make (at Landlord’s cost), or pay the cost of, a capital improvement at a Leased Property and Tenant accepts such offer, then the Base Rent for such Leased Property shall be
increased by an amount agreed upon by the parties to reflect a rental increase that would be agreed upon by a landlord and tenant, who are unrelated to one another and dealing with each other on an arm’s length basis, in consideration for such
capital improvement or payment by Landlord, taking into account then-market conditions and the terms and conditions of this Lease. For clarity, any making of any request, agreement, offer or acceptance referred to above in this section shall be in
the sole discretion of each of Landlord and Tenant. 
 ARTICLE II – DEFINITIONS 
 2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise
requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles as at the time applicable, (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Lease, (iv) the words “herein,” hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision,
(v) the term “including” and words of similar import shall be deemed to be followed by the phrase “without limitation,” (vi) the term “attorneys’ fees” and “attorneys’ fees and expenses”
and words of similar import shall be deemed preceded with the word “reasonable,” (vii) the phrase “Leased Property” shall be deemed to mean a specific Leased Property or all of the Leased Property, as the context may
require, and shall be deemed to be followed by the phrase “or any portion thereof”, and (viii) references to the date hereof and words of similar import shall mean the Commencement Date, i.e., the date first set forth in the first
paragraph of this Lease. 
  

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 Additional Charges: As defined in Article III. 
 Affiliate: A Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common
control with the Person or Persons in question. The term “control”, as used in the immediately preceding sentence, shall mean, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than 50% of
the voting rights attributable to the shares of the controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of the controlled Person. 
 Alteration: As defined in Section 8.1. 
 Approved Bank: A bank or other financial institution which has a minimum long-term unsecured debt rating of at least “A”
and a minimum short-term unsecured debt rating of at least “A” by each of the Rating Agencies, or if any such bank or other financial institution is not rated by all the Rating Agencies, then a minimum long-term rating of at least
“A” and a minimum short-term unsecured debt rating of at least “A”, or their respective equivalents, by two of the Rating Agencies, but in any event one of the two Rating Agencies shall be S&P, it being understood that the A
and A benchmark ratings and other benchmark ratings in this Lease are intended to be the ratings, or the equivalent of ratings, issued by S&P. 
 Award: Any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any individual Leased Property. 
 Base Rent: As defined in Article III. 
 Base Rent Payment: As defined in Article III. 
 Business Day: Any
day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business. 
 Cash: Coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer. 
 Casualty: As defined in Section 10.2. 
 Commencement Date: The
date first set forth in the first paragraph of this Lease. 
 Condemnation: As defined in Section 10.3. 

Condominium Documents: Condominium declarations; bylaws, covenants, conditions and restrictions relating to a condominium regime;
and similar agreements and instruments affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties. 
  

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 Control: (i) The possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise and (ii) the ownership, direct or indirect, of no less than 51% of the voting securities of such Person,
and the terms Controlled, Controlling and Common Control shall have correlative meanings. 
 Default: The occurrence of
any event hereunder which, but for the giving of notice or passage of time, or both, would be an Event of Default hereunder. 
 Depositary: A depositary selected by Landlord, it being agreed that different Persons may serve as Depositary at any one time and from time to time. 
 Eligible Collateral: U.S. Government Securities, Debt Securities, Cash and Cash Equivalents and a Letter of Credit and, or any combination of the foregoing. 
 Environmental Laws: any foreign, federal, state or local statute, regulation or ordinance or any judicial or administrative decree or
decision or the common law, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, the environment, or any Hazardous Materials, wetlands, landfills, open
dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations
promulgated thereunder, and amendments and successors to such statutes, and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in
scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials
Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean
Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C.
§4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C. 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C.
§1101 et seq.). 
 Event of Default: As defined in Article XII. 
 Fair Market Value: With respect to a particular Leased Property, the price that a willing buyer not compelled to buy would pay a
willing seller not compelled to sell for such Leased Property, excluding all capital improvements (as distinguished from necessary repairs and replacements) paid for by Tenant, and (a) assuming the same is encumbered or unencumbered by this
Lease, as specified in the applicable provision hereof requiring a determination of Fair Market Value, (b) determined in accordance with the appraisal procedures set forth in Article XXIII or in such other manner as shall be mutually acceptable
to Landlord and Tenant, and (c) not taking into account any reduction in value resulting from any indebtedness to which such Leased Property may be subject. 
  

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 Fiscal Year: The fiscal year of Tenant as the same may be modified from time to time.

 Fixtures: As defined in Article I. 
 Governmental Authority: Any court, board, agency, commission, office or authority of any nature whatsoever of or for any governmental unit (federal, state, county, district, municipal, city or
otherwise), whether now or hereafter in existence. 
 Hazardous Substances: each and every element, compound, chemical
mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

 (i) “hazardous substances” as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common
maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the applicable Borrowing Base Property; 
 (ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation
and Recovery Act of 1976, as amended, and regulations promulgated thereunder; 
 (iii) “hazardous
materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and 
 (iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder. 
 Improvements: The improvements contained on the Land. 
 Insurance Premiums: As defined in Section 10.1(b)(i). 
 Insurance
Requirements: All terms of any insurance policy required hereunder covering or applicable to the Leased Property, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of the National Board
of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Leased Property or any use of the Leased Property. 
 Land: As defined in Article I with respect to the Leased Property. 
 Landlord: Collectively, MAP Real Estate, LLC, Wayne Real Estate Company, LLC, TRU 2005 RE I, LLC and TRU 2005 RE II TRUST and their respective successors and assigns. 
  

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 Landlord Liens: Liens on or against the Leased Property or this Lease or any payment
of Rent in favor of any taxing authority by reason of any tax excluded from the definition of “Taxes” hereunder owed by Landlord. 
 Landlord’s Debt: Those certain unsecured notes with a principal amount of $950,000,000 issued by Toys “R” Us Property Company I, LLC (formerly known as TRU 2005 RE Holding Co. I,
LLC) and guaranteed by and MAP Real Estate, LLC, Wayne Real Estate Company, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust, as the same may be amended, amended and restated, modified, supplemented, increased, reinstated and/or refinanced from time to
time. 
 Landlord’s Debt Documents: The instruments and agreements evidencing, establishing and securing
Landlord’s Debt, including (to the extent applicable) without limitation, any indenture, credit agreement and promissory notes, provided that with respect to any Landlord’s Debt Documents other than those executed and delivered
contemporaneously herewith or expressly required thereby, in any instance in this Lease in which Tenant (and any Person claiming by, through or under Tenant) is obligated to comply with or perform in accordance with or subject to Landlord’s
Debt Documents, Tenant (and such Person) shall not be so obligated to the extent (but only to the extent) that any amended or new Landlord’s Debt Documents impose any additional material obligation, duty or liability on Tenant (or such Person)
or diminish in any material respect any right of Tenant (or such Person) provided for hereunder. 
 Landlord’s
Lender: Collectively, the holders from time to time of Landlord’s Debt as governed by Landlord’s Debt Documents; provided, however, that in no event shall Tenant be obligated hereunder to deal with more than one representative on
behalf of all of such holders or that otherwise comprise Landlord’s Lender, and in the case of any Landlord’s Debt Documents which have or appoint a single trustee or administrative or similar agent(s) to act on behalf of all of such
holders, “Landlord’s Lender” shall mean such trustee or agent. As of the date hereof, “Landlord’s Lender” with respect to Landlord’s Debt existing as of the date hereof shall mean The Bank of New York Mellon, in
its capacity as trustee under the Landlord’s Debt Documents which evidence such Landlord’s Debt. 
 Lease Year:
Any Fiscal Year or portion thereof during the Term. 
 Leased Improvements; Leased Property: Each as defined in Article
I. 
 Legal Requirements: All federal, state, county, municipal and other governmental statutes, laws, rules, orders,
regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Landlord, Tenant or the Leased Property, or the construction, use, alteration or operation thereof, whether now or hereafter enacted and in force, and
all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant, at any time in force affecting the Leased
Property (other than any subleases, this Lease, and service contracts and other similar agreements now in effect or hereafter entered into in the ordinary course of Tenant’s business), including any which may (i) require repairs,
modifications or alterations in or to the Leased Property, or (ii) in any way limit the use and enjoyment thereof. 
  

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 Letter of Credit: An irrevocable, unconditional, transferable, clean sight draft
letter of credit, in favor of Landlord and entitling Landlord to draw thereon in New York, New York, based solely on a statement executed by an officer or authorized signatory of Landlord and issued by an Approved Bank. If at any time (a) the
institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) the Letter of Credit is due to expire prior to the Tenant being entitled to the return thereof, Landlord shall have the right immediately to draw down the
same in full and hold the proceeds thereof in accordance with the provisions of this Lease as Eligible Collateral, unless Tenant shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty
(20) days after Lender delivers written notice to Borrower that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, at least twenty (20) days prior to the expiration date of
said Letter of Credit. 
 Litigation Costs: All costs reasonably incurred by Landlord in connection with the enforcement
of any provision of this Lease, including attorneys’ fees and expenses, court costs and reasonable consultants’ fees and expenses. 
 Lien: Any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Leased Property or Tenant, or any
interest therein, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, notice or other instrument and
mechanics’, materialmen’s and other similar liens and encumbrances. 
 Notice: As defined in Article XXII
(regardless whether the same is capitalized herein). 
 Officer’s Certificate: A certificate made by an individual
authorized to act on behalf of Tenant. 
 Operating Agreements: Reciprocal easement and/or operating agreements;
covenants, conditions and restrictions; and similar agreements affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties. 
 Other Charges: All Overlease rents, maintenance charges, impositions other than Taxes, and any other charges, including vault charges
and license fees for the use of vaults, chutes and similar areas adjoining a Leased Property, now or hereafter levied or assessed or imposed against any Leased Property or any part thereof (subject to the same exclusion set forth in the
proviso in the definition of “Taxes”). 
 Overdue Rate: On any date, a rate equal to the 10% per
annum, but in no event greater than the maximum rate then permitted under applicable law. 
 Overleases: The ground
leases and space leases affecting the Properties identified on Schedule B as leased, together with any extensions, amendments, modifications and replacements thereof, provided that such extensions, amendments, modifications and replacements do not
increase Tenant’s obligations hereunder in any material respect or decrease Tenant’s rights hereunder in any material respect. 
  

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 Overleased Property: The Leased Property subject to the Overleases. 
 Permitted Encumbrances: Collectively, (a) all Liens in existence as of the commencement of the Master Lease Agreement referred
to in the Recitals hereto, (b) Liens, if any, for Taxes or Other Charges not yet due or delinquent, (c) Liens arising after the date hereof which are being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted in accordance with this Lease and Liens during the 45-day period of cure provided for in Section 7.1(a), (d) statutory Liens of carriers, warehousemen, mechanics, landlords and other similar Liens arising by operation
of law, which are incurred in the ordinary course of business for sums which are not yet due and payable or are being contested in good faith in accordance with this Lease, (e) Subleases permitted pursuant to this Lease, (f) easements,
rights-of-way, restrictions and other similar charges or non-monetary encumbrances against real property which not individually or in the aggregate be reasonably expected to have a material adverse effect on the value of any Leased Property or on
the use or operation of the Leased Properties taken as a whole or affect in any material respect the validity, enforceability or priority of this Lease, (g) any judgment Lien provided that the judgment it secures shall have been discharged of
record or the execution thereof stayed pending appeal within 30 days after the entry thereof or within 30 days after the expiration of any stay, as applicable, any (h) any matters that would be disclosed by an accurate survey of the affected
Leased Property which would not individually or in the aggregate be reasonably expected to have a material adverse effect on the value of any Leased Property or on the use or operation of the Leased Properties taken as a whole. In addition,
“Permitted Encumbrances” shall include any Landlord Liens, but not for purposes of determining Tenant’s obligations and, except where the terms of this Lease expressly require Tenant to comply with or perform the covenants and
obligations of Landlord’s Debt Documents, Tenant shall not be deemed to have agreed to comply with or perform said covenants or obligations of Landlord’s Debt Documents, notwithstanding that Tenant is obligated to observe or perform the
Permitted Encumbrances or Property Documents. 
 Person: Any individual, sole proprietorship, corporation, general
partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or
political subdivision thereof), endowment fund or any other form of entity. 
 Policies: As defined in Section 10.1.

 Primary Intended Use: As defined in Section 6.1. 
 Property Documents: Collectively, the Permitted Encumbrances, Overleases, Operating Agreements and Condominium Documents. 

Qualified Architect: Any experienced architect, engineer or construction manager, which may be an employee of Tenant or one of its
Affiliates, licensed or registered in the jurisdiction where the applicable Leased Property is located, if required by the laws of such jurisdiction, and has at least five (5) years of architectural experience. 
  

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 Rating Agencies: Any one or more of the following designated by Landlord:
Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., Moody’s Investors Service, Inc., Duff & Phelps Credit Rating Co. and Fitch Ratings, Inc. or any other nationally-recognized statistical rating agency
selected by Landlord. 
 Release: Any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment. 
 Rent: Collectively, (i) the Base Rent and (ii) Additional Charges. 
 Rental Period. As defined in Article III. 
 Rent Payment Date. As defined in Article III. 
 Required Alteration: As defined in Section 8.1. 
 Restoration: As defined in Section 10.2. 
 Separate Lease: As
defined in Section 26.16. 
 State: The State, Commonwealth or Territory in which the particular Leased Property in
located. 
 Sublease. Any lease, sublease, license agreement or occupancy agreement entered into by Tenant or binding
upon Tenant’s leasehold interest affecting all or any portion of the Leased Property. 
 Subtenant: A subtenant,
licensee, occupant or other party to any Sublease. 
 Superior Interests: As defined in Article XIV. 
 Superior Party: As defined in Article XIV. 
 Taxes: All real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents and other governmental charges now or hereafter levied or assessed or
imposed against Landlord, Tenant or the Leased Property or rents therefrom or which may become Liens on Tenant’s Personalty, provided that Taxes shall not include any income, franchise, estate, inheritance or gift taxes, or any other tax
imposed on or measured by the net income of Landlord, except to the extent that the same is in direct substitution for a tax that would otherwise be included within the definition of “Taxes” hereunder. 
  

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 Tenant’s Personalty: Tenant’s right, title and interest in and to the
following, now owned or hereafter acquired: 
 A. Equipment. All “equipment,” as such term is defined in
Article 9 of the Uniform Commercial Code (as hereinafter defined) which is used at or in connection with the Improvements or the Land or is located thereon or therein (including all machinery, equipment, furnishings, and electronic data-processing
and other office equipment and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto (collectively, the
“Equipment”). Notwithstanding the foregoing, Equipment shall not include any Fixtures (as defined in the Uniform Commercial Code as in effect in the State of New York) (including, but not limited to, all HVAC equipment, elevators,
escalators and lighting, together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing) or property belonging to tenants or other occupants under leases or other agreements except to the extent that Tenant
shall have any right or interest therein; and 
 B. Personal Property. All inventory, furniture, furnishings, objects of
art, machinery, goods, tools, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable, franchises and licenses, certificates and permits obtained by Tenant for its own business, in each case, of any kind or
character whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code as hereinafter defined) which are located within or about the Land and the Improvements, together with all accessories, replacements and substitutions
thereto or therefor and the proceeds thereof (collectively, the “Personal Property”). Notwithstanding the foregoing, Personal Property shall not include any Fixtures (as defined in the Uniform Commercial Code as in effect in the
State of New York) (including, but not limited to, all HVAC equipment, elevators, escalators and lighting, together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing) or property belonging to tenants or
other occupants under leases or other agreements except to the extent that Tenant shall have any right or interest therein. 
 Term: As defined in Article I. 
 Threat of Release: A substantial likelihood of a Release which requires
action to prevent or mitigate damage to the environment which may result from such Release. 
 TTM EBITDAR: As of any
date, on a trailing twelve months basis, earnings from store operations at the Leased Properties (excluding such portion of any of the Leased Properties subject to Subleases to a Person other than an Affiliate of Landlord or Tenant during such
period and Leased Properties that are closed for alterations during such period) before interest expense/income, taxes, depreciation and amortization, any rental expense on real property, distribution expense, direct and allocated corporate overhead
expense, regional office allocation, royalty charges from affiliates and restructuring expense, plus any non-cash charges and less any non-cash income, including losses on sales of assets and non-cash compensation expense. 
 Unavoidable Delays: Delays due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental
restrictions, enemy action, civil commotion, fire, unavoidable casualty or other causes beyond the control of the party responsible for performing an obligation hereunder, provided that lack of funds shall not be deemed a cause beyond the control of
either party hereto unless such lack of funds is caused by the failure of the other party hereto to perform any obligations of such party under this Lease. 
  

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 Uneconomic Property. As defined in Article I. 
 Unimproved Parcel. As defined in Article I. 
 Unsuitable for Its Primary Intended Use: A state or condition at a Leased Property such that by reason of damage or destruction, or a partial taking by condemnation, in the good faith judgment of
Tenant, reasonably exercised, the Leased Property cannot by operated on a commercially practicable basis for its Primary Intended Use. 
 ARTICLE III – RENT 
 3.1 Rent. Tenant will pay to Landlord, in lawful money of the United States of
America which shall be legal tender for the payment of public and private debts, at Landlord’s address set forth above or at such other place or to such other person, firms or corporations as Landlord may designate in writing from time to time
Base Rent (as defined below). In addition, Tenant will pay to Landlord or the Person otherwise entitled thereto all Additional Charges during the Term on or before the same are delinquent. 
 3.2 Base Rent. 
 (a) Tenant shall pay base rent (the “Base Rent”) to Landlord for the Term as follows: 
 (i) For the period commencing on the date hereof, through June 30, 2014, an annual amount equal to the sum of the amounts set forth on Exhibit B in respect of each individual Leased Property,

 (ii) For the period commencing on July 1, 2014 through June 30, 2019, an annual amount equal to the
sum of the amounts set forth on Exhibit B in respect of each individual Leased Property, increased by ten percent (10%), 
 (iii) For the period commencing on July 1, 2019 through the period through June 30, 2024, an annual amount equal to the sum of the amounts set forth on Exhibit B in respect of each individual
Leased Property as increased in accordance with Section 3.1(a)(ii) and further increased by ten percent (10%), and 
 (iv) For the period the period July 1, 2024 through June 30, 2029, an annual amount equal to the sum of the amounts set forth on Exhibit B in respect of each individual Leased Property as increased in accordance with Sections
3.1(a)(ii) and 3.1(a)(iii), and further increased by ten percent (10%), 
  

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 for clarity, it being the intent that each of the 10% increases provided for in Sections 3.1(a)(iii) and
3.1(a)(iv) shall be compounding in respect of the prior 10% increases provided for in Sections 3.1(a)(ii) and 3.1(a)(iii). 
 (b) Base Rent for each Fiscal Year shall be payable in advance in twelve (12) equal installments (each, a “Base Rent Payment”), on the first (1st) day of each calendar month of the Term (the “Rent
Payment Date”), provided that if such first (1st) day is not a Business Day, then the Rent Payment Date shall be the next following Business Day. Base Rent shall be paid on each Rent Payment Date for the month in which such payment is made through the last day of such month (or, if
applicable, the expiration of the Term) (each, a “Rental Period”), provided that the first and last payments of Base Rent shall be prorated as to any partial Rental Period, based on the number of days within the Term during
such Rental Period and the number of days in such Rental Period. The first installment payment of Base Rent shall be made on August 1, 2009 and shall represent a payment in arrears for the Rental Period beginning on the date hereof and ending
July 31, 2009 (notwithstanding the foregoing terms of this paragraph), and the second installment shall also be payable on August 1, 2009, for the Rental Period beginning August 1, 2009 and ending August 31, 2009. 
 (c) Base Rent shall be reduced by the portion of the Base Rent allocated to any Leased Property (as specified on Exhibit B hereto) with
respect to which this Lease is terminated pursuant to Section 1.3, Section 10.2 or Section 10.3 hereof, or pursuant to Section 1.4 hereof (by reason of the proviso contained therein). 
 3.3 Survival. The obligations of Tenant and Landlord contained in this Article III shall survive the expiration or earlier
termination of this Lease. 
 3.4 Scheduled Additional Charges. In addition to the Base Rent payable with respect
to the Leased Property, Tenant shall either pay and discharge as and when due and payable (or, if required by Section 3.6, pay into the Escrow Account on a monthly installment basis on each Rent Payment Date), the following (collectively,
“Scheduled Additional Charges” and, together with Base Rent, “Scheduled Lease Payments”): 
 (1) Taxes and Other Charges. Tenant shall pay all Taxes and Other Charges as set forth in Section 6.1(b) herein prior to the date that the same shall become delinquent. 
 (2) Insurance Premiums. Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be
maintained pursuant to Article VIII hereof. 
 (3) Property Documents. Tenant shall pay all amounts due
under the Property Documents. 
 3.5 Variable Additional Charges. In addition to the Scheduled Lease Payments
payable with respect to the Leased Property, Tenant shall pay and discharge as and when due and payable the following (collectively, “Variable Additional Charges” and, together with Scheduled Additional Charges, “Additional
Charges”): 
 (1) Utility Charges. Tenant shall pay all charges for electricity, power, gas, oil,
water, sanitary and storm sewer, refuse collection, security, common area or association charges, dues or assessments and other utilities used or consumed in connection with the applicable Leased Property during the Term. 
  

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 (2) Other Charges. Tenant shall pay, as Additional Charges, all other
amounts, liabilities and obligations that Tenant assumes or agrees to pay under this Lease, including all of its indemnification obligations set forth herein. 
 (3) Late Payment of Base Rent. If Tenant fails to pay Base Rent within five (5) Business Days
after the same is due and payable hereunder, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such Base Rent, from such fifth
(5th) Business Day to the date of payment thereof.

 To the extent that Tenant timely pays any Additional Charges to Landlord pursuant to any requirement of this Lease, including
Section 3.6, Tenant shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due. In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall
promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost that may be added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided
either in this Lease or by statute or otherwise in the case of non-payment of the Rent. Anything herein to the contrary notwithstanding, in the event Tenant receives conflicting directions from Landlord and Landlord’s Lender regarding the
payment or deposit of any item of Rent payable under this Lease, Tenant shall rely upon the direction received from Landlord. 
 3.6 Escrows on Event of Default. Upon the occurrence and during the continuance of an Event of Default, without limitation of Landlord’s other remedies hereunder, commencing twenty (20) days following Landlord’s
request following the occurrence of such Event of Default, Tenant shall deposit into one or more escrow accounts maintained at an Approved Bank designated by Landlord (collectively, the “Escrow Account”), on each Rent Payment Date,
an amount equal to the sum of (i) one twelfth of the annual amount of Scheduled Lease Payments and (ii) Landlord’s reasonable estimate of Variable Additional Charges in respect of the next Rental Period. Landlord shall either apply
amounts so deposited to the payment of Scheduled Lease Payments and Variable Additional Rent or, to the extent Tenant pays any such Variable Additional Charges directly to the person entitled thereto, promptly reimburse Tenant for its payment of
such amounts, and, upon the continuance of such Event of Default, Landlord may apply such amounts to such other amounts due and owing to Landlord from Tenant as Landlord shall elect. Notwithstanding the foregoing, Tenant may pay any Variable
Additional Charges directly to the person entitled thereto and elect not to seek reimbursement from the Escrow Account in which event Tenant shall not thereafter have any obligation to deposit Variable Additional Charges in the Escrow Account unless
and to the extent that on any Rent Payment Date the balance in the Escrow Account is less than Tenant would otherwise be required to deposit on such Rent Payment Date in respect of Variable Additional Charges (as reasonably determined by Landlord).

  

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 3.7 Net Lease. The Base Rent, as well as such Additional Charges as are due
and payable to Landlord, shall be paid absolutely net to Landlord, so that this Lease shall throughout the Term yield to Landlord the full amount of the installments of Base Rent, as well as any payments of Additional Charges payable to Landlord,
subject to any other provisions of this Lease which expressly provide for adjustment or abatement of Rent or other charges. 
 ARTICLE IV – NO TERMINATION OR ABATEMENT 
 4.1 No Termination, Abatement, etc. Except as otherwise
specifically provided herein, Tenant shall remain bound by this Lease in accordance with its terms and shall neither take any action without the consent of Landlord to modify, surrender or terminate the same, nor seek nor be entitled to any
abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property from
whatever cause or any taking of the Leased Property, (b) the interruption or discontinuance of any service or utility servicing the applicable Leased Property, (c) any claim which Tenant or any of its Affiliates has or might have against
Landlord or by reason of any default or breach of any warranty by Landlord under this Lease or any other agreement between Landlord and Tenant or any of its Affiliates, or to which Landlord and Tenant are parties, (d) any bankruptcy,
insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord, or (e) for any other cause whether similar or dissimilar to any of
the foregoing other than a discharge of Tenant from any such obligations as a matter of law. Except as otherwise specifically provided herein, Tenant hereby specifically waives all rights arising from any occurrence whatsoever, which may now or
hereafter be conferred upon it by law to (i) modify, surrender or terminate this Lease or quit or surrender the Leased Property, or (ii) entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable
by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the
obligations to pay the same shall be terminated pursuant to the express provisions this Lease. In any instance where, after the occurrence of an Event of Default, Landlord retains funds which, but for the occurrence of such Event of Default, would
be payable to Tenant or would not have been payable by Tenant to Landlord, Landlord shall refund such funds to Tenant to the extent the amount thereof exceeds all amounts then due and payable by Tenant under this Lease plus the amount necessary to
compensate Landlord for any cost, loss or damage incurred by Landlord in connection with such Event of Default. 
 ARTICLE V
– OWNERSHIP OF THE LEASED PROPERTY 
 5.1 Ownership of the Leased Property. Tenant acknowledges that the Leased
Property is the property of Landlord and that Tenant has only the right to the exclusive possession and use of the Leased Property upon the terms and conditions of this Lease, provided that, until the expiration or earlier termination of this
Lease, all capital improvements and

  

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additions made by Tenant, at Tenant’s expense, to any Leased Property shall be the property of Tenant and, upon the expiration or earlier termination of this Lease, title to such
improvements, additions and replacements shall vest in Landlord. 
 5.2 Tenant’s Personalty. Tenant may (and
shall as provided hereinbelow), at its expense, assemble or place on any parcels of the Land or in any of the Leased Improvements any items of Tenant’s Personalty, and Tenant may, subject to the conditions set forth below, remove the same upon
the expiration or any prior termination of the Term. Tenant shall provide and maintain during the entire Lease Term all such Tenant’s Personalty as shall be necessary to operate each Leased Property in compliance with all applicable Legal
Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. All of Tenant’s Personalty not removed by Tenant within thirty (30) days following the expiration or
earlier termination of this Lease with respect to such Leased Property where such Tenant’s Personalty is located shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without first
giving notice thereof to Tenant and without any payment to Tenant and without any obligation to account therefor. 
 ARTICLE VI
– AFFIRMATIVE COVENANTS; USE 
 6.1 Tenant Covenants. Tenant hereby covenants and agrees with Landlord that:

 (a) Existence; Use of Leased Property; Legal Compliance; Insurance. 
 (i) Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its
existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements and all Property Documents applicable to it or the Leased Property. Tenant shall at all times maintain and preserve the Leased
Property and shall keep the Leased Property in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements
thereto. Tenant will operate, maintain, repair and improve the Leased Property in material compliance with all Legal Requirements and all Property Documents, and will not cause or allow the same to be misused or wasted or to deteriorate, reasonable
wear and tear excepted. 
 (ii) Tenant may use the applicable Leased Property and the Leased Improvements thereof
for (x) as retail properties and, provided the same are not prohibited by the applicable Property Documents, for such other uses as may be necessary or incidental to such use (such use, the “Primary Intended Use”), and
(y) such other uses as shall not be prohibited by the applicable Property Documents or other provisions hereof. Tenant shall not use the applicable Leased Property or any portion thereof for any other use without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed, and, if and to the extent required pursuant to Landlord’s Debt Documents, Landlord’s Lender. No use shall be made or permitted to

  

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be made of a Leased Property, and no acts shall be done, that will cause the cancellation of any insurance policy covering such Leased Property, nor shall Tenant sell or otherwise provide, or
permit to be kept, used or sold in or about such Leased Property any article which may be prohibited by law or by Insurance Requirements. Tenant shall, at its sole cost, comply with all of the requirements pertaining to the Leased Property or other
improvements of any insurance board, association, organization or company necessary for the maintenance of insurance, as herein provided, covering the Leased Property. 
 (b) Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens. 
 (i) Subject to the provisions of Section 6.1(b)(ii) and 3.6, Tenant shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Leased Property prior to the date
on which such sums become delinquent. Tenant will deliver to Landlord, upon request, receipts for payment or other evidence satisfactory to Landlord that the Taxes and Other Charges have been so paid (provided Tenant shall not be required to
furnish such receipts for payment of Taxes in the event such Taxes have been (or were to have been) paid by Landlord or Landlord’s Lender pursuant to Section 3.6). Subject to the provisions of Section 6.1(b)(ii) and other than
Permitted Encumbrances, Tenant shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Leased Property, and shall promptly pay for all utility services
provided to the Leased Property. Subject to Section 6.1(b)(ii), Tenant shall pay, bond or otherwise discharge, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers and others that, if
unpaid, might result in, or permit the creation of, a lien or encumbrance on any Leased Property, or on the rents arising therefrom. 
 (ii) Tenant, at its own expense, may contest by appropriate legal, administrative or other proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or
application in whole or in part of any Taxes or Other Charges or Lien therefor or any Legal Requirement or Insurance Requirement or the application or interpretation of any Property Document or other instrument of record affecting the Leased
Property (other than this Lease) or any claims or judgments of mechanics, materialmen, suppliers, vendors or other Persons or any Lien therefor, and may withhold payment of the same pending such proceedings if permitted by law; provided that
(A) no Event of Default has occurred and remains uncured, except for an Event of Default caused by the matter being contested, (B) such proceeding shall suspend any collection of the contested Taxes, Other Charges or Liens from the Leased
Property, Tenant or Landlord, or adequate time shall at all times remain prior to such collection, (C) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other material instrument to which Tenant
is subject and shall not constitute a default thereunder, (D) neither any Leased Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (E) Tenant shall have made
adequate reserves on its financial statements for such contests, (F) in the case of an Insurance Requirement, the failure of Tenant to comply therewith

  

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shall not impair the validity of any insurance required to be maintained by Tenant hereunder or the right to full payment of any claims thereunder, (G) in the case of any essential or
significant service with respect to any Leased Property, any contest or failure to pay will not result in a discontinuance of any such service without replacement thereof, (H) in the case of any instrument of record affecting any Leased
Property or any part thereof, the contest or failure to perform under any such instrument shall not result in the placing of any Lien on any Leased Property or any part thereof (except if such Lien would be removed upon completion of such
proceedings and the compliance by the parties with the terms of the resulting order, decision or determination and the removal costs for such Lien have been escrowed with Landlord or in the proceeding or bonded or otherwise deposited or paid in
connection with such proceedings), (I) Tenant shall promptly upon final determination thereof pay the amount of any such Taxes, Other Charges or Liens, together with all costs, interest and penalties which may be payable in connection
therewith, (J) Tenant shall respond promptly to any inquiries by Landlord regarding the status of such contest. Subject to the foregoing, at Tenant’s timely request, Landlord shall not pay and shall not cause to be paid from any Escrow
Account that may be maintained by Landlord the Taxes or Other Charges being contested. 
 (c) Litigation. Tenant shall
give prompt written notice to Landlord of any litigation or governmental proceedings pending or threatened in writing against Tenant or against or affecting the Leased Property which, if determined adversely to Tenant or the Leased Property, might
reasonably be expected to materially adversely affect Landlord, or Tenant’s condition (financial or otherwise) or business or the operation or value of the Leased Property in the aggregate (provided no such notice shall be required if Tenant or
Tenant’s Affiliate discloses the same in filings with the Securities Exchange Commission). 
 (d) Inspection. Tenant
shall permit agents, representatives and employees of Landlord and/or Landlord’s Lender (including any servicer or special servicer on behalf of Landlord’s Lender) to inspect the Leased Property on any Business Day at reasonable hours upon
reasonable advance notice. 
 (e) Notice of Default. Tenant shall promptly advise Landlord of the occurrence of any
Default or Event of Default under this Lease of which Tenant has knowledge. 
 (f) Cooperate in Legal Proceedings. Tenant
shall cooperate fully with Landlord (and with Landlord’s Lender) with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Landlord (or Landlord’s Lender, as the case
may be) hereunder or in respect of the Leased Property and, in connection therewith, permit Landlord (and Landlord’s Lender, as applicable), at its election, to participate in any such proceedings. 
 (g) Insurance Benefits. Tenant shall cooperate with Landlord (and Landlord’s Lender) in obtaining for Landlord the benefits of
any insurance proceeds lawfully or equitably payable in connection with the Leased Property, and Landlord shall be reimbursed for any out-of-pocket expenses reasonably incurred in connection therewith (including attorneys’ fees and
disbursements, and, if reasonably necessary to collect such proceeds, the expense of an appraisal on behalf of Landlord in case of a fire or other casualty affecting any Leased Property) out of such insurance proceeds. 
  

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 (h) Financial Reporting and Other Information. 
  

	 	1.	Intentionally Omitted. 

  

	 	2.	Requirements. Tenant shall comply with the information keeping and reporting requirements set forth on Schedule 6.1(h) hereto, subject in all instances to the
confidentiality provisions of Article XXIV hereof. 

  

	 	3.	Governmental Notices. Tenant shall furnish to Landlord, promptly after receipt, a copy of any notice received by or on behalf of Tenant from any Governmental
Authority having jurisdiction over any Leased Property with respect to such Leased Property. 

 (i) Business
and Operations. Tenant will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the conduct of its business at the Leased Property. 
 (j) Property Documents. Tenant shall observe and perform all of the obligations of Landlord under each Property Document. 

ARTICLE VII – NEGATIVE COVENANTS 
 7.1 Tenant’s Negative Covenants. Tenant covenants and agrees with Landlord that it will not do, directly or indirectly, any of the following: 
 (a) Liens. Subject to Section 6.1(b)(ii), Tenant shall not, without the prior written consent of Landlord, create, incur,
assume, permit or suffer to exist any Lien on any portion of the Leased Property (or any of them) or any other portion of the Leased Property or any expansions or alterations that remain Tenant’s property during the Term, except Permitted
Encumbrances, and shall in any event cause the prompt, full and unconditional discharge of all Liens (other than Permitted Encumbrances) imposed on or against any Leased Property or any portion thereof within forty-five (45) days after
receiving written notice of the filing (whether from the Landlord’ Lender, the lienor or any other Person) thereof. 
 (b)
Zoning and Uses. Tenant shall not (i) initiate or support any limiting change in the permitted uses of any Leased Property (or to the extent applicable, limiting zoning reclassification of any Leased Property), (ii) seek any
variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result
in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property or that would violate the terms of any Legal
Requirements or any Property

  

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Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) impose or permit or
suffer the imposition of any restrictive covenants, easements or encumbrances upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property (taking into account any reciprocal or
other easements or benefits in favor of the Leased Property received in connection with such imposition), (v) execute or file any subdivision plat affecting any Leased Property, institute, or permit the institution of, proceedings to alter any
tax lot comprising any Leased Property so as to include within any tax lot for the Leased Property any property that is not part of the Leased Property, (vi) permit or suffer any Leased Property to be used by the public or any Person in such
manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement. 
 ARTICLE VIII
– ALTERATIONS; LEASING 
 8.1 Alterations. Tenant will, at Tenant’s expense, make any demolition,
alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to any Leased Property or any part thereof required to cause the Leased Property to comply with Legal Requirements, any Property
Document or any provision of this Lease (each, a “Required Alteration”). Tenant shall comply with the provisions of clauses (a) and (d) of this Section 8.1 in connection with any Required Alteration. Tenant will not make any
Alteration (other than Required Alterations), except in accordance with the following terms and conditions: 
 (a) The
Alteration shall be undertaken in accordance with the applicable provisions of this Lease, the Property Documents and all Legal Requirements. 
 (b) No Event of Default shall have occurred and be continuing and no Default shall occur as a result of such action. 
 (c) If the Alteration, when completed, shall materially adversely affect the value of the affected Leased Property, Tenant must restore the Property at the expiration or earlier termination of this Lease
to its state prior to such alteration. 
 (d) All work done in connection with any Alteration shall be performed with due
diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the applicable Leased Property as of the date hereof and all materials
used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. 
 8.2 Subletting and
Assignment. 
 8.2.1 Generally. Except as expressly provided herein, Tenant shall not, without the prior written
consent of Landlord, which may be withheld in Landlord’s sole discretion, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublease all or any part of the Leased Property or suffer or permit this Lease or the
leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of law.

  

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 8.2.2 Certain Sublettings and Assignments. Subject to the provisions of
Section 8.2.3 and any other express conditions or limitations set forth herein, provided no Event of Default shall have occurred and be continuing, without the consent of Landlord, Tenant may from time to time (i) assign this Lease (in
whole but not in part) to any of its Affiliates and (ii) sublet all or any part of any one or more of the Leased Properties to one or more Persons, it being agreed that any such subletting or assignment shall in no way impair or release the
continuing primary liability hereunder of the Tenant named herein. 
 8.2.3 Landlord’s Right to Collect from Assignees
and Subtenants. If this Lease is assigned or if the applicable Leased Property or any part thereof is sublet (or occupied by any entity other than Tenant and its employees), Landlord may collect rents from such assignee and, after an Event of
Default occurs and so long as it is continuing, from any such Subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed (i) a waiver of the provisions set
forth in Section 8.2.1, (ii) the acceptance by Landlord of such assignee, Subtenant or occupant, as the case may be, as a tenant or (iii) release of Tenant from the future performance of its covenants, agreements or obligations
contained in this Lease. 
 8.2.4 Continuing Requirement for Consents. No consent to any subletting or assignment in any
particular instance shall be deemed a waiver of the prohibition set forth in this Section 8.2. Any subletting, assignment or other transfer of Tenant’s interest in this Lease in contravention of this Section 8.2 shall be void at
Landlord’s option. 
 8.2.5 Required Assignment and Subletting Provisions. Any assignment and/or Sublease must
provide that: 
 (a) it shall be subject and subordinate to all of the terms and conditions of this Lease,

 (b) the use of the applicable Leased Property shall not conflict with any Legal Requirement, Property Document
or Insurance Requirement, 
 (c) no assignee shall be permitted to further assign this Lease except insofar as
the same would be permitted under this Lease if it were an assignment by Tenant of this Lease, 
 (d) in the
event of cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease (whether voluntary, involuntary or by operation of law) prior to the expiration date of such Sublease, including extensions and renewals
granted thereunder, then, at Landlord’s option (unless otherwise provided in a recognition agreement between Landlord and such Subtenant), the Subtenant shall make full and complete attornment to Landlord for the balance of the term of the
Sublease, which attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord and which the Subtenant shall execute and deliver within five (5) days after

  

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request by Landlord and the Subtenant shall waive the provisions of any law now or hereafter in effect which may give the Subtenant any right of election to terminate the Sublease or to surrender
possession in the event any proceeding is brought by Landlord to terminate this Lease; provided that such agreement to attorn by Subtenant may be conditioned on Landlord’s execution and delivery of a nondisturbance agreement in favor of
Subtenant in form and substance reasonably satisfactory to Landlord and otherwise in accordance with prevailing commercial standards for the issuance of such agreements. 
 (e) Reimbursement of Landlord’s Costs. Tenant shall pay to Landlord, within ten (10) business days after
request therefor, all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any request made by Tenant to Landlord to assign this Lease or sublet the applicable Leased
Property. 
 ARTICLE IX 
 9.1 Maintenance and Repair. 
 (a) Tenant, at its expense, shall keep the
Leased Property and all private roadways, sidewalks and curbs appurtenant thereto in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s use, any prior use, the
elements or the age of such Leased Property, or any portion thereof) and shall promptly make all necessary and appropriate repairs and replacements thereto, of every kind and nature, whether interior or exterior, structural or non-structural,
ordinary or extraordinary, foreseen or unforeseen, arising by reason of a condition (concealed or otherwise) occurring subsequent or prior to the Commencement Date. All repairs shall, to the extent reasonably achievable, be made in good, workmanlike
and first-class manner, in accordance with all applicable Legal Requirements. Tenant will not take or omit to take any action the taking or omission of which would materially impair the value or usefulness of the Leased Property or any part thereof
for the Primary Intended Use, except as permitted under Section 8.1 or required by Legal Requirements or Insurance Requirements. 
 (b) Except as otherwise expressly provided herein, Landlord shall not be required to build or rebuild any improvements on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or
description to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Tenant hereby
waives, to the extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect at the time of the execution of this Lease or thereafter enacted. 
 (c) Nothing contained herein and no action or inaction by Landlord shall be construed as (i) constituting the consent or request of
Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition,

  

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repair or demolition of or to the Leased Property, or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services or the furnishing
of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof or to make any agreement that may create, or in any way be the basis for, any right, title, interest, lien, claim or other
encumbrance upon the estate of Landlord in the Leased Property. 
 (d) Tenant will, upon the expiration or prior termination of
the Term with respect to any Leased Property, vacate and surrender the same to Landlord in the condition in which the same was originally received from Landlord, except as repaired, rebuilt, restored, altered or added to as permitted or required by
the provisions of this Lease and except for ordinary wear and tear (subject to the obligation of Tenant to maintain the Leased Property in good order and repair during the Term). In addition, Tenant shall remove Tenant’s Personalty from the
Leased Property in a manner that will not damage the Leased Property in any material respect or if it does, Tenant shall promptly repair the same. 
 9.2 Immaterial Encroachments, Restrictions, etc. If (A) any of the Leased Improvements shall, at any time, encroach upon any property, street or right-of-way adjacent to the Leased Property,
or shall violate the agreements or conditions contained in any lawful restrictive covenant or other agreement affecting the Leased Property, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is
subject and (B) the same can be cured by Tenant without the expenditure of a material amount of money, then promptly upon the request of Landlord or at the behest of any person affected by any such encroachment, violation or impairment, Tenant
shall, at its expense, subject to its right to contest the existence of any encroachment, violation or impairment and in such case, in the event of any adverse final determination, either (i) obtain valid and effective waivers or settlements of
all claims, liabilities and damages resulting from each such encroachment, violation or impairment or (ii) make such changes in the Leased Improvements, and take such other actions, as Tenant in good faith exercise of its judgment deems
reasonably practicable, to remove such encroachment, and to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements, and take all such actions as may be necessary in order to be able to permit the
continued operation by Tenant of the Leased Improvements for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements were operated prior to the assertion of such violation or encroachment. 
 ARTICLE X – CASUALTY AND CONDEMNATION 
 10.1 Insurance. Tenant shall keep the applicable Leased Property, and all property located in or on the applicable Leased Property, including Tenant’s Personalty, insured at Tenant’s sole
cost and expense with the kinds and amounts of insurance, and issued by such insurance companies, as set forth on Schedule 10.1 hereto or, at Tenant’s option, as conform in all substantial respects to the insurance program generally maintained
by Tenant from time to time in respect of other similarly situated properties owned or leased by Tenant (provided that Tenant shall not be required to maintain insurance under this Section 10.1 in respect of

  

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Overleased Properties for which the lessor under the Overlease maintains insurance or in respect of common elements for which another Person maintains insurance pursuant to the applicable REA).

 (a) All policies of insurance (the “Policies”) required pursuant to Section 10.1 with respect to any
Leased Property shall name Landlord and its successors and/or assigns, as their interest may appear, as additional insureds or loss payees (except that in the case of general liability insurance, Landlord shall be named as additional insureds and
not a loss payee) and (i) shall include effective waivers by the insurer of all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than Tenant) and all rights of subrogation against any loss
payee, additional insured or named insured; (ii) except as otherwise provided above, shall be subject to a deductible, if any, not greater in any material respect, in proportion to the coverage maintained, than the deductible for such coverage
on the date hereof; (iii) shall contain endorsements providing that: none of Tenant, Landlord, Landlord’s Lender or any other party shall be a co-insurer under said Policies and that no modification that would result in non-compliance with
the provisions of this Section 10.1, cancellation or termination of any of the Policies shall be effective until at least thirty (30) days after receipt by each named insured, additional insured and loss payee of written notice thereof;
(iv) shall permit Landlord or Landlord’s Lender to pay the premiums and continue any insurance upon failure of Tenant to pay premiums when due, upon the insolvency of Tenant or through transfer of title to the Leased Property (or any of
them) (it being understood that Tenant’s rights to coverage under such policies may not be assignable without the consent of the insurer); and (v) (A) shall provide that the insurance shall not be impaired or invalidated by virtue of
any act, failure to act, negligence of, or violation of declarations, warranties or conditions contained in such policy by Tenant, Landlord, Landlord’s Lender or any named insured, additional insured or loss payee, except for the willful
misconduct of Landlord or Landlord’s Lender knowingly in violation of the conditions of such policy or (B) Landlord and Landlord’s Lender shall not be liable for any insurance premiums thereon or subject to any assessments thereunder.

 (b) Insurance Premiums; Certificates of Insurance. 
 (i) Tenant shall pay the premiums for such Policies (the “Insurance Premiums”) as the same become due and
payable and shall furnish to Landlord the receipts for the payment of the Insurance Premiums or other evidence of such payment reasonably satisfactory to Landlord. In the event Tenant satisfies the requirements under this Section 10.1 through
the use of a Policy covering properties in addition to the Leased Property, then, at Landlord’s request, Tenant shall provide to Landlord evidence satisfactory to it that the Insurance Premiums for the Leased Property are separately allocated
under such Policy to the Leased Property and that payment of such allocated amount shall maintain the effectiveness of such Policy as to the Leased Property notwithstanding the failure of payment of any other portion of premiums. If such allocation
is required by the immediately preceding sentence, but such allocation is not available, Landlord shall have the right to increase the deposits into an insurance Escrow Account otherwise required under Section 3.6 in an amount sufficient to
purchase a non-blanket Policy covering the Leased Property covered by such Policy from insurance companies which qualify under this Lease. 
  

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 (ii) Tenant shall deliver to Landlord on or prior to the Commencement Date
certificates setting forth in reasonable detail the material terms (including any applicable notice requirements) of all Policies from the respective insurance companies (or their authorized agents) that issued the Policies, including that such
Policies may not be modified in a manner that would result in such Policies not complying with the provisions of this Section 10.1, canceled, terminated or not renewed without thirty (30) days’ prior notice to Landlord, or ten
(10) days’ notice with respect to nonpayment of premium. Tenant shall deliver to Landlord, concurrently with each material change in any Policy, a certificate with respect to such changed Policy certified by the insurance company issuing
that Policy, in substantially the same form and containing substantially the same information as the certificates required to be delivered by Tenant pursuant to the first sentence of this clause (b)(ii) and stating that all premiums then due thereon
have been paid to the applicable insurers and that the same are in full force and effect (or if such certificate and report shall not be obtainable by Tenant, Tenant may deliver an Officer’s Certificate to such effect in lieu thereof).

 (iii) Landlord hereby confirms and acknowledges that Tenant has delivered to Landlord certificates of
insurance with respect to Tenant’s insurance program, in amount, form and content so as to satisfy the requirements of this Section 10.1 in all material respects as of the Commencement Date and that any renewals or modifications that
comply with the requirements of clause (b)(ii) and are otherwise not, in substance, materially different from the approved program in place on the Commencement Date shall be deemed to be in compliance. 
 (c) Renewal and Replacement of Policies. 
 (i) Not less than ten (10) Business Days prior to the expiration, termination or cancellation of any Policy, Tenant
shall renew such policy or obtain a replacement policy or policies (or a binding commitment for such replacement policy or policies), which shall be effective no later than the date of the expiration, termination or cancellation of the previous
policy, and shall deliver to Landlord (and, if requested by Landlord, to Landlord’s Lender) a certificate in respect of such policy or policies (A) containing the same information as the certificates required to be delivered by Tenant
pursuant to clause (b)(ii) above, or a copy of the binding commitment for such policy or policies and (B) confirming that such policy complies with all requirements hereof. 
 (ii) If Tenant does not furnish the certificates as required under clause (c)(i), Landlord, on three (3) Business Days
notice to Tenant, may procure, but shall not be obligated to procure, such replacement policy or policies and pay the Insurance Premiums therefor, and Tenant agrees to reimburse Landlord for the cost of such Insurance Premiums promptly on demand.

 (iii) Concurrently with the delivery of each replacement policy or a binding commitment for the same pursuant
to this clause (c), Tenant shall deliver to Landlord a report from a reputable and experienced insurance broker or from the insurer, setting forth the particulars as to all insurance obtained by Tenant pursuant to this Section 10.1

  

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and then in effect and stating that all Insurance Premiums then due thereon have been paid in full to the applicable insurers and that such insurance policies are in full force and effect (or if
such report shall not be available after Tenant shall have used its reasonable efforts to provide the same, Tenant will deliver to Landlord an Officer’s Certificate containing the information to be provided in such report) and Tenant shall
deliver to Landlord an Officer’s Certificate stating that such insurance otherwise complies in all material respects with the requirements of this Section 10.1. 
 (d) Separate Insurance. Tenant will not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained pursuant to this Section 10.1
unless such insurance complies with clause (c) above. 
 10.2 Casualty; Application of Proceeds. 
 (a) Right to Adjust. 
 (i) If any Leased Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Tenant shall give prompt written notice thereof to Landlord generally
describing the nature and extent of such Casualty. Subject to Section 10.2(c), following the occurrence of a Casualty, Tenant, regardless whether sufficient insurance proceeds are available to Tenant for restoration, shall in a reasonably
prompt manner proceed to restore, repair, replace or rebuild the affected Leased Property (a “Restoration”) or cause such Restoration to the extent practicable to be of substantially the same character and quality as prior to the
Casualty. Tenant shall restore or cause to be restored all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Tenant shall
not be obligated to restore or replace Tenant’s Property or any alterations or additions to the Leased Property made by Tenant, unless, with respect to such alterations or additions, the same were Required Alterations. Tenant may settle and
adjust the insurance claim in respect of any Casualty. 
 (b) Landlord’s Right to Proceeds. Tenant shall be entitled
to all proceeds from insurance policies that are required to be maintained pursuant to Section 10.1 to apply to the cost of the Restoration and for the payment of Rent during such Restoration (and Landlord shall promptly remit to Tenant, and/or
execute and deliver such instruments as Tenant may request to facilitate the payment of, such proceeds to Tenant for such purposes). 
 (c) Termination of Lease in Certain Circumstances. 
 (i) Notwithstanding the provisions clauses
(a) and (b) above, Tenant shall not be required to restore, repair, replace or rebuild a Leased Property affected by a Casualty if: 
 (A) the Restoration cannot reasonably be completed prior to the beginning of the fifth (5th) year immediately preceding the expiration of the Term for such
Property, and the Casualty destroyed more than 50% (by value) of the Improvements with respect to such Leased Property, or 
  

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 (B) Tenant does not have the right to restore the applicable Leased Property
pursuant to the provisions of an applicable Overlease and no superior lessor or lessee is required to restore such Leased Property. 
 (ii) Tenant shall notify Landlord of its election not to restore within one hundred and eighty (180) days after it is notified of the Casualty, in which case, the Lease shall terminate with respect
the affected Leased Property on a date specified in said notice not later than the thirtieth (30th) day after such notice, and Tenant shall pay over and/or assign to Landlord all insurance proceeds payable in connection with such Casualty, less any portion thereof previously used by Tenant to
secure and make safe the affected Leased Property, plus an amount equal to any applicable deductibles or other self-retained risks. If Tenant shall have defaulted upon its obligation to maintain insurance in the amounts and of the types required
under this Lease and such default results in insufficient proceeds to restore the affected Leased Property, then Tenant shall also pay Landlord the amount of such insufficiency. 
 (d) No Abatement of Rent. The Base Rent and Additional Charges in respect of any Leased Property affected by a Casualty shall not
abate by reason thereof (other than, in the case of any Additional Charges payable in respect of an Overleased Property, if the Overlease rent payable thereunder shall abate by the terms thereof), except as provided in Section 10.2(c)(ii).

 (e) Surplus. Any surplus which may remain out of proceeds received pursuant to a Casualty shall be belong to Tenant
after payment of such costs of Restoration. 
 10.3 Condemnation. 
 (a) Tenant and Landlord shall promptly give the other written notice of the actual or threatened commencement of any condemnation or eminent
domain proceeding affecting any Leased Property (a “Condemnation”) and, to the extent not otherwise received, shall deliver to the other copies of any and all papers served in connection with such Condemnation. 
 (b) Subject to Section 10.3(c) and (e), following the occurrence of a Condemnation, Tenant, regardless whether sufficient Condemnation
awards are available for restoration, shall in a reasonably prompt manner proceed to Restore the Leased Property to the extent practicable to be of substantially the same character and quality as prior to the Condemnation, in compliance with all
applicable material Legal Requirements. Tenant shall not be obligated to restore or replace Tenant’s Property or any alterations or additions to the Leased Property made by Tenant, unless, with respect to such alterations or additions, the same
were Required Alterations. 
 (c) This Lease shall terminate with respect to the affected Leased Property upon the Condemnation
of all or substantially all of such Leased Property. A Condemnation of substantially all of a Leased Property shall be deemed to have occurred if (i) 50% or more of the square footage of such Leased Property shall have been subject to a
Condemnation, or (ii) there shall have been a loss of access or egress, parking capacity or any other appurtenance necessary for the operation of such Leased Property substantially in the manner in which it had previously been operated and
there is no reasonably equivalent replacement therefor. 
  

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 (d) If a Leased Property is the subject of a Condemnation and the Lease does not terminate
with respect thereto pursuant to clause (c) above, then Tenant shall not be required to restore, repair, replace or rebuild such Leased Property if: 
 (i) the Restoration cannot reasonably be completed prior to the beginning of the fifth (5th) year immediately preceding the expiration of the Term for such Property, and 20% or more (but less than
50%) of the square footage of such Leased Property shall have been subject to a Condemnation; or 
 (ii) Tenant
does not have the right to restore the applicable Leased Property pursuant to the provisions of an applicable Overlease and no superior lessor or lessee is required to restore such Leased Property. 
 (e) With respect to a Leased Property that is described in Section 10.3(d) above, Tenant shall notify Landlord of
its election not to restore within one hundred and eighty (180) days after it is notified of the Condemnation or, if later, after the net Condemnation Proceeds available for Restoration are determined, in which case, the Lease shall terminate
with respect the affected Leased Property on a date specified in said notice not later than the thirtieth (30th) day after such notice, and Tenant shall pay over and/or assign to Landlord all proceeds payable to Tenant in
connection with such Condemnation, less any portion thereof previously used by Tenant to secure and make safe the affected Leased Property. 
 (f) No Abatement of Rent. The Base Rent and Additional Charges in respect of any Leased Property affected by a Condemnation shall not abate by reason thereof (other than, in the case of any
Additional Charges, if the same abate by the terms of any Overlease, applicable law or otherwise as a result of such Condemnation), except as a result of a termination of this Lease with respect to an affected Leased Property as provided in
Section 10.3(c) or (e). 
 (g) Tenant is hereby irrevocably appointed as Landlord’s attorney-in-fact, coupled with an
interest, with exclusive power to collect, receive and retain any proceeds in respect of a Condemnation and to make any compromise or settlement in connection with such Condemnation, subject to the provisions of this Section. Nothing herein shall be
deemed to assign to Landlord, or preclude Tenant from seeking and retaining its interest in, a separate award to Tenant for moving expenses, business dislocation damages or similar claims (provided that, where this Lease is to terminate as a result
of such Condemnation, such claim does not reduce the award that would otherwise be paid over or assigned to Landlord). 
 (h)
Any surplus which may remain out of proceeds or awards received pursuant to a Condemnation after payment of such costs of Restoration shall be paid over to and belong to Landlord. 
  

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 ARTICLE XI – INTENTIONALLY OMITTED 
 ARTICLE XII – EVENTS OF DEFAULT 
 12.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder: 
 (a) if Tenant shall fail to pay Base Rent and such failure shall continue for five days, or 
 (b) if Tenant shall fail to pay any other item of Rent and such default shall continue for ten (10) days after notice thereof, or

 (c) if Tenant shall fail to observe or perform any term, covenant or condition of this Lease not specifically provided for in
this Section 12.1 and such failure is not cured within a period of thirty (30) days after receipt of notice from Landlord, unless such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period
and provided further that Tenant shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently proceeds to cure the same, such cure period shall be extended for such time as is reasonably necessary for
Tenant in the exercise of due diligence to cure such failure, such additional period not to exceed ninety (90) days, or 
 (d) if Tenant shall admit in writing its inability to pay its debts generally as they become due; file a petition in bankruptcy or a petition to take advantage of any insolvency act; make a general assignment for the benefit of its
creditors; consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws (11 U.S.C. § 101
et seq., as amended or replaced) or any other applicable law or statute of the United States of America or any state thereof or any foreign jurisdiction, or 
 (e) any petition shall be filed by or against Tenant under Federal bankruptcy laws (11 U.S.C. § 101 et seq., as amended or replaced) or under the laws of any state or any foreign
jurisdiction, or any other proceeding shall be instituted by or against Tenant or such subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any U.S., state or foreign law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant, or
for any substantial part of the property of Tenant, and, in the case of any such proceeding filed against Tenant (i.e., any involuntary proceeding), such proceeding is not dismissed within ninety (90) days after institution thereof, or Tenant
shall take any action to authorize or effect any of the actions set forth above in this paragraph (e), or 
 (f) if the estate
or interest of Tenant in the Leased Property or any part thereof shall be levied upon or attached in any proceeding any the same shall not be vacated or discharged within the later of ninety (90) days after commencement thereof or thirty
(30) days after receipt by Tenant of notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with the terms of this Lease); 
  

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 and in any such event, Landlord may deliver to Tenant a notice of Event of Default and, if such Event of
Default remains uncured within ten (10) days after delivery of such notice, then Landlord may deliver a further notice in which Landlord terminates this Lease with respect to one or more, or all, of the Leased Properties and upon the expiration
of the time fixed in such second notice, if any, and the failure of the applicable Event of Default to be cured prior to the expiration of such period, the Term shall terminate with respect to the Leased Properties specified in such notice and all
rights of Tenant under this Lease with respect to such Leased Properties shall cease. Landlord shall have all rights at law and in equity available to Landlord as a result of Tenant’s breach of this Lease. 
 Tenant shall, to the maximum extent permitted by law, pay as Additional Charges all Litigation Costs as a result of any Event of Default hereunder.

 12.2 Certain Remedies. Landlord shall have the right to terminate this Lease, and otherwise exercise remedies, at any
time and from time to time, with respect to one or more, or all, of the Leased Properties, and the termination of this Lease or other exercise of remedies with respect to one or more Leased Properties shall in no way constitute a waiver on the part
of Landlord to terminate this Lease on account of such Event of Default, or otherwise exercise remedies, at any time and from time to time, in one or more other instances, with respect to the balance of the Leased Properties. 
 12.3 Damages. Neither (a) the termination of this Lease pursuant to Section 12.1 with respect to any or all of the Leased
Property, (b) the repossession of the applicable Leased Property or any portion thereof, (c) subject to the last sentence of this paragraph, the failure of Landlord to relet the applicable Leased Property or any portion thereof,
(d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any
such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the applicable Leased Property to and including the date of such termination.
Thereafter, Tenant, until the end of what would have been the Term in the absence of such termination, and whether or not the applicable Leased Property or any portion thereof shall have been re-let, shall be liable to Landlord for, and shall pay to
Landlord, as current damages, the Rent and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the applicable Leased Property, after
deducting all expenses in connection with such re-letting, including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising costs, expenses of employees, alteration costs and expenses of preparation for such
reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Base Rent would have been payable hereunder if this Lease had not been terminated. Upon Landlord’s repossession of any Leased Property, except as
required under applicable law, Landlord shall not be required to mitigate its damages; provided, however, Landlord shall consider in good faith re-letting opportunities presented to Landlord by Tenant or third parties. 
  

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 At any time after such termination, whether or not Landlord shall have collected any such
current damages, as final damages and in lieu of all such current damages beyond the date of such termination, at Landlord’s election, Tenant shall pay to Landlord an amount equal to the excess, if any, of the Rent (assuming, with respect to
items of Rent that are not fixed or determinable, that the amounts payable by Tenant in respect of such items of Rent during the preceding Lease Year would remain constant throughout the Term) which would be payable hereunder from the date of such
termination for what would be the then unexpired term of this Lease if the same remained in effect (with respect to the applicable Leased Property), present valued to the date of termination, over the fair market rental (including, for the avoidance
of doubt, items of additional rent that would be paid by a third party tenant) for the same period, also present valued to the date of termination (and in making the present value calculations under the above terms of this sentence, the parties
shall use a per annum interest rate based on the capitalization rate that would be generally applicable, at the time of termination, for the purchase and sale of properties similar to the applicable Leased Properties and leased to tenants with
credit ratings similar to Tenant as of the Commencement Date). Nothing contained herein shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

 In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may
(a) relet the applicable Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord’s option, be equal to, less than or exceed the period which would otherwise have
constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) make such alterations, repairs and decorations in the applicable Leased Property
or any portion thereof as Landlord, in its sole judgment, considers advisable and necessary for the purpose of reletting the applicable Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. 
 12.4 Application of Funds. Any payments received by Landlord
under any of the provisions of this Lease during the existence or continuance of any Event of Default (and such payment is made to Landlord rather than Tenant due to the existence of an Event of Default) shall be applied to Tenant’s obligations
in the order which Landlord may determine or as may be prescribed by the laws of the State where the applicable Leased Property is located. 
 ARTICLE XIII 
 13.1 Landlord’s Right to Cure Tenant’s Default. If
an Event of Default shall have occurred and be continuing, Landlord, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the
account and at the expense of Tenant, and may, to the extent permitted

  

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by law, enter upon the applicable Leased Property or any portion thereof for such purpose and take all such action thereon as, in Landlord’s opinion, may be necessary or appropriate therefor
including, without limitation, to the fullest extent permitted by law, repossessing the Leased Property and ejecting any Person or property thereon. No such entry shall be deemed an eviction of Tenant. All reasonable sums so paid by Landlord and all
costs and expenses (including attorneys’ fees and expenses, in each a case, to the extent permitted by law) so incurred, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or
expenses are paid or incurred by Landlord, shall be paid by Tenant to Landlord on demand. The obligations of Tenant and rights of Landlord contained in this Article shall survive the expiration or earlier termination of this Lease. 
 ARTICLE XIV – HOLDING OVER AND SUBORDINATION 
 14.1 Holding Over. If Tenant shall for any reason remain in possession of the applicable Leased Property after the expiration of the Term or earlier termination of the Term, such possession shall
be as a month-to-month tenant during which time Tenant shall pay as rental each month, one and one-half times the aggregate of (i) one-twelfth of the aggregate Base Rent payable with respect to the last Lease Year of the Term; (ii) all
Additional Charges accruing during the month and (iii) all other sums, if any, payable by Tenant pursuant to the provisions of this Lease with respect to the applicable Leased Property. During such period of month-to-month tenancy, Tenant shall
be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies to continue its occupancy and use of the
applicable Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease. 
 14.2 Subordination. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any Overlease and all
other Property Documents. Further, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any future Lien created in favor Landlord’s Lender (it being acknowledged by the parties that no such Lien exists with
respect to the Leased Properties or this Lease as of the date hereof) (all such interests, and renewals, modifications, consolidations, replacements and extensions thereof, collectively, the “Superior Interests”), provided that the
holder of any Superior Interest (each, a “Superior Party”) may not name Tenant as a party or otherwise join Tenant in the enforcement of any such Superior Interest (except to the extent Tenant is a necessary party) or (regardless
whether Tenant must be so named) disturb Tenant’s right of quiet possession of the Leased Property under the terms hereof so long as Tenant is not in default beyond any applicable notice and grace periods and this Lease would otherwise be
terminable by Landlord. This Section shall be self-operative and no further instrument of subordination shall be required, but in confirmation of any subordination in respect of a Superior Party, Tenant agrees to execute and deliver promptly any
commercially reasonable form of instrument (in recordable form, if requested) that Landlord or a Superior Party may request to evidence such subordination provided that such instrument shall provide Tenant customary non-disturbance rights.

  

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 14.3 Attornment. If the interests of Landlord under this Lease are transferred by
reason of, or assigned in lieu of, proceedings for enforcement of any such Superior Interest, then Tenant shall, at the option of such purchaser, assignee or any Superior Party, as the case may be, (x) attorn to such party and perform for its
benefit all the terms, covenants and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease, or (y) enter into a new lease with such party,
as Landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor Landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease;
(ii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in
writing by the Superior Party through or by reason of which such successor Landlord shall have succeeded to the rights of Landlord under this Lease; or (iii) liable for any security (if any) deposited pursuant to this Lease unless such security
has actually been delivered to such successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or Tenant. 
 ARTICLE XV – RIGHTS OF LANDLORD’S LENDER 
 15.1
Landlord’s Lender Generally. Landlord’s Lender shall be an express and intended third party beneficiary of the provisions contained in this Article XV and of any other provision in this Lease requiring the approval or consent of
Landlord’s Lender and shall have the right to enforce such provisions against Tenant. Tenant shall have the right to rely conclusively upon any written communication from Landlord’s Lender’s “Trustee” as the duly authorized
statement or communication by Landlord’s Lender. Tenant acknowledges that it has received on or prior to the date hereof the Landlord’s Debt Documents listed on Schedule 15.1 hereto. Unless otherwise expressly provided in
Landlord’s Debt Documents, any consent or approval of Landlord’s Lender required under this Lease may be granted or withheld in Landlord’s Lender’s sole discretion. 
 15.2 Successor to Landlord. If Landlord’s Lender (or its nominee or designee) shall succeed to the rights of Landlord under this
Lease (with respect to all or any portion of the Leased Property) through an enforcement action under Landlord’s Debt Documents (including by levy or execution upon a judgment lien obtained in connection therewith), delivery of a deed or other
conveyance or otherwise, or another Person purchases all or a portion of the Leased Property upon or following any such action or in connection with a bankruptcy case commenced by or against Landlord (Landlord’s Lender, its nominees and
designees and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”, it being understood that if a Successor Landlord succeeds to the interest of Landlord with respect to only one or more,
but not less than all, of the Leased Properties, the rights and obligations of such Successor Landlord and Tenant hereunder shall be limited to such Leased Properties), then, Tenant shall attorn to and recognize such Successor Landlord as
Tenant’s Landlord under this Lease. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all terms, conditions and covenants set forth

  

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in this Lease. If this Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or upon the levy or
execution upon a judgment lien obtained in connection with an enforcement action under Landlord’s Debt Documents or delivery of a deed or other instrument of conveyance in lieu or such an enforcement action or otherwise, upon request of
Successor Landlord made within thirty (30) days after such termination, Tenant shall promptly execute and deliver a direct lease with Successor Landlord which direct lease shall be on the same terms and conditions as this Lease (subject,
however, to the provisions of clauses (i)-(v) of this Section 15.2) and shall be effective as of the day this Lease shall have terminated as aforesaid. Notwithstanding the continuation of this Lease, the attornment of Tenant hereunder or
the execution of a direct lease between Successor Landlord and Tenant as aforesaid, Successor Landlord (which, for purposes of this sentence, shall include Landlord at any time after Landlord’s Lender (or its nominee or designee) shall have
acquired direct or indirect control of the voting interests in any Landlord) shall not: 
 (i) be liable for any
act or omission of Landlord under this Lease; 
 (ii) be subject to any off-set, defense or counterclaim which
shall have theretofore accrued to Tenant against Landlord; 
 (iii) be bound by any modification of this Lease or
by any previous prepayment of rent or additional rent made more than one (1) month prior to the date same was due which Tenant might have paid to Landlord, unless such modification or prepayment shall have been expressly approved in writing by
Landlord’s Lender; 
 (iv) be liable for any security deposited under this Lease unless such security has
been physically delivered to Landlord’s Lender or Successor Landlord; 
 (v) be liable or obligated to
comply with or fulfill any of the obligations of Landlord under this Lease or any agreement relating thereto with respect to the construction of, or payment for, improvements on or above the Leased Property (or any portion thereof), leasehold
improvements, Tenant work letters and/or similar items (other than pursuant to the casualty/condemnation restoration provisions of this Lease to the extent of casualty proceeds or condemnation awards paid to Landlord’s Lender or Successor
Landlord); 
 (vi) be bound by any obligation to provide or pay for any services, repairs, maintenance or
restoration provided for under this Lease arising prior to the date that Landlord’s Lender or Successor Landlord becomes the Landlord of Tenant (except to the extent of casualty proceeds or condemnation awards paid to Landlord’s Lender or
Successor Landlord); or 
 (vii) be bound by any obligation to repair, replace, rebuild or restore the Leased
Property or any part thereof, in the event of damage by fire or other casualty, or in the event of partial condemnation (other than pursuant to the casualty/condemnation restoration provisions of this Lease to the extent of casualty proceeds or
condemnation awards paid to Landlord’s Lender or Successor Landlord). 
  

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 15.3 Limitation of Successor Landlord Liability. Anything herein to the contrary
notwithstanding, in the event a Successor Landlord shall acquire title to the Leased Property (which, for purposes of this Section 15.3, shall include Landlord at any time after Landlord’s Lender (or its nominee or designee) shall have
acquired direct or indirect control of the voting interests in any Landlord), Successor Landlord shall have no obligation, nor incur any liability, beyond Successor Landlord’s then interest, if any, in the Leased Property, and Tenant shall look
exclusively to such interest, if any, of Successor Landlord in the Leased Property for the payment and discharge of any obligations imposed upon Successor Landlord under this Lease. Tenant agrees that, with respect to any money judgment which may be
obtained or secured by Tenant against Successor Landlord, Tenant shall look solely to the estate or interest owned by Successor Landlord in the Leased Property (including, without limitation, the rent, issues and profits therefrom), and Tenant will
not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 
 15.4 Lease
Modifications. Tenant agrees no amendment, modification, waiver, termination, tender, surrender or cancellation of this Lease shall be effective as against any Landlord’s Lender or Successor Landlord unless the same shall have been
consented to by Landlord’s Lender or Successor Landlord if any such amendment, modification, waiver, termination, tender, surrender or cancellation of this Lease would contravene or violate Section 4.17 of the Landlord’s Debt
Documents (“Conduct of Business/Amendments to the Master Lease”) or the comparable provision of any replacement Landlord’s Debt Documents (which shall in no event be more restrictive on Tenant’s and Landlord’s ability to
take the actions described above in this Section 15.4 than Landlord’s Debt Documents as of the date hereof). 
 15.5
Notice of Default to Landlord’s Lender. In the event of any act or omission by Landlord which would give Tenant the right, either immediately or after the lapse of a period of time, to terminate this Lease, or to claim a partial or total
eviction, Tenant will not exercise any such right (A) until it has given written notice of such act or omission to Landlord’s Lender, and (B) until a reasonable period of time (not less than thirty (30) days) for remedying such
act or omission shall have elapsed following giving of such notice and following the time when Landlord’s Lender shall have become entitled under the Landlord’s Debt Documents to remedy the same, provided Lender’s Lender, with
reasonable diligence, shall (i) have pursued such remedies as are available to it under Landlord’s Debt Documents so as to be able to remedy the act or omission, and (ii) thereafter shall have commenced and continued to remedy such
act or omission or cause the same to be remedied. 
 15.6 Modifications to Secure Financing. If Landlord or
Landlord’s Lender shall request modifications of this Lease as a condition to the provision, continuance or renewal of any financing to Landlord, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that
such modifications do not increase Tenant’s monetary obligations, materially increase any other obligation of Tenant hereunder, materially decrease any right of Tenant hereunder or otherwise materially adversely affect Tenant in any respect
(such as, without limitation, give rise to an accounting or other issue for Tenant). 
 15.7 Delivery of Notices to
Landlord’s Lender. Subsequent to the receipt by Tenant of Notice from Landlord as to the identity and address of Landlord’s Lender, no Notice from

  

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Tenant to Landlord or Notice from Landlord to Tenant shall be effective unless and until a duplicate original of such Notice shall be given to Landlord’s Lender in accordance with
Article XXII. The curing of any of Landlord’s defaults by Landlord’s Lender shall be treated as performance by Landlord. 
 15.8 Right of Landlord’s Lender to Enforce Lease. Tenant agrees that, to the extent permitted by Landlord pursuant to the Landlord’s Debt Documents, Landlord’s Lender may exercise
the self-help remedies of Landlord hereunder, including the right on the part of Landlord to obtain insurance in the circumstances set forth in Section 10.1(c)(ii) hereof. 
 15.9 Exercise of Landlord’s Discretion. In any instance hereunder in which Landlord must be reasonable in making a request or
granting or withholding an approval or consent, Tenant acknowledges and agrees that Landlord may take into account the reasonable objections of Landlord’s Lender to the extent Landlord is required to do so under the Landlord’s Debt
Documents. 
 15.10 Cure of Landlord Defaults. No Landlord default under this Lease shall be deemed to exist as long as
any Landlord’s Lender in good faith, (i) shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, or (ii) if possession of the Leased Property is
required in order to cure the default in question, such (x) Landlord’s Lender shall have entered into possession of the Leased Property with the permission of Tenant for such purpose or (y) shall have notified Tenant of its intention
to institute enforcement proceedings in respect of Landlord’s Debt Documents to obtain possession of Landlord’s interest directly or through a receiver and thereafter prosecutes such proceedings with reasonable diligence and continuity.

 15.11 Indemnification. Notwithstanding the existence of any insurance required to be provided hereunder, and without
regard to the policy limits of any such insurance, Tenant will protect, indemnify, save harmless and defend Landlord and Landlord’s Lender and their respective partners, shareholders, officers, directors and employees (each, an
“Indemnitee”) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including Litigation Costs), to the maximum extent permitted by law, imposed upon or incurred by or
asserted against such Indemnitee by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks while Tenant is in possession of the applicable
Leased Property, including any claims made by employees at the Leased Property, (b) any use, misuse, non-use, condition, maintenance or repair by Tenant or anyone claiming by, through or under Tenant, including agents, contractors, invitees or
visitors of the applicable Leased Property or Tenant’s Personalty, (c) any Taxes or Other Charges, (d) any failure on the part of Tenant or anyone claiming by, through or under Tenant to perform or comply with any of the terms of this
Lease, (e) any failure by Tenant to perform its obligations under any Sublease and any claims made thereunder, (f) any contest of any Legal Requirement or Insurance Requirement, regardless whether the same is conducted in accordance with
the terms hereof. Any amounts which become payable by Tenant under this Section shall be paid within ten (10) days after liability therefor on the part of Tenant is determined by litigation or otherwise, and if not timely paid, shall bear
interest (to the extent permitted by law) at the Overdue Rate from the date of such determination

  

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to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Indemnitee or may compromise or otherwise
dispose of the same as Tenant sees fit. Nothing herein shall be construed as indemnifying an Indemnitee against its own grossly negligent acts or omissions or willful misconduct. If at any time an Indemnitee shall have notice of a claim, such
Indemnitee shall give reasonably prompt written notice of such claim to Tenant; provided that (i) such Indemnitee shall have no liability for a failure to give notice of any claim of which Tenant has otherwise been notified or has
knowledge and (ii) the failure of such Indemnitee to give such a notice to Tenant shall not limit the rights of such Indemnitee or the obligations of Tenant with respect to such claim except to the extent that Tenant incurs actual expenses or
suffers actual monetary loss as a result of such failure. Tenant shall have the right to control the defense or settlement of any Claim, provided that (A) if the compromise or settlement of any such claim shall not result in the complete
release of such Indemnitee from the claim so compromised or settled, the compromise or settlement shall require the prior written approval of such Indemnitee and (B) no such compromise or settlement shall include any admission of wrongdoing on
the part of such Indemnitee. An Indemnitee shall have the right to approve counsel engaged to defend such claim and, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim.
Tenant’s liability under this Article with respect to matters arising or accruing during the Term hereof shall survive the expiration or earlier termination of this Lease. 
 The parties hereto agree that this Article XV shall not apply to those matters specifically covered by the provisions of Article XXV hereof.

 ARTICLE XVI 
 16.1 No Waiver. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of
Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect
with respect to any other then existing or subsequent breach. 
 ARTICLE XVII 
 17.1 Remedies Cumulative. Except as otherwise expressly provided herein, to the extent permitted by law, each legal, equitable or
contractual right, power and remedy of Landlord or Tenant now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise
or beginning of the exercise by Landlord or Tenant or any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord or Tenant of any or all of such other rights, powers and remedies.

  

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 ARTICLE XVIII 
 18.1 Acceptance of Surrender. No surrender to Landlord of this Lease or of any Leased Property, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by
Landlord and Landlord’s Lender (if any) and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord and Landlord’s Lender (if any), shall constitute an acceptance of any such
surrender. For clarity, the foregoing provisions of this Section 18.1 shall not be applicable to any termination of this Lease with respect to Leased Property pursuant to Section 1.3, 1.4, 10.2 or 10.3. 
 ARTICLE XIX 
 19.1
No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (a) this Lease or the leasehold estate
created thereby or any interest herein or in such leasehold estate and (b) the fee estate in the applicable Leased Property. 
 ARTICLE XX 
 20.1 Conveyance by Landlord. If Landlord or any successor owner of the applicable Leased Property
shall convey such Leased Property other than as security for a debt, and the grantee or transferee of such Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or
transfer with respect to such Leased Property, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of
such conveyance or other transfer with respect to such Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner. 
 ARTICLE XXI 
 21.1 Quiet Enjoyment. So long as Tenant shall pay all Rent as
the same becomes due and no Event of Default shall have occurred and be continuing, Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term hereof, free of any claim or other action by Landlord or anyone claiming by,
through or under Landlord, but subject to Permitted Encumbrances, the other terms of this Lease and Liens hereinafter consented to by Tenant. 
  

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 ARTICLE XXII 
 22.1 Notices. All notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder (collectively, “Notices” or
“notices”) shall be in writing and delivered by hand or mailed (by registered or certified mail, return receipt requested or reputable nationally recognized overnight courier service and postage prepaid), addressed to the respective
parties, as follows: 
  

			
	If to Tenant:	  	 Toys “R” Us – Delaware, Inc.
 One Geoffrey Way
 Wayne, New Jersey 07470
 Attention: Chief Financial Officer
 Telecopy No.:
(973) 617-4006
 Confirmation No.: (973) 617-5755

		
	With copies to:	  	 Toys “R” Us – Delaware, Inc.
 One Geoffrey Way
 Wayne, New Jersey 07470
 Attention: General Counsel
 Telecopy No.: (973)
617-4006
 Confirmation No.: (973) 617-5755

		
	If to Landlord:	  	 MAP Real Estate, LLC
 Wayne
Real Estate Company, LLC
 TRU 2005 RE I, LLC
 TRU 2005 RE II TRUST
 c/o Toys ‘R’ Us, Inc.
 One Geoffrey Way
 Wayne, New Jersey 07470
 Attention: Chief Financial Officer
 Telecopy No.:
(973) 617-4006
 Confirmation No.: (973) 617-5755

		
	With copies to:	  	 MAP Real Estate, LLC
 Wayne
Real Estate Company, LLC
 TRU 2005 RE I, LLC
 TRU 2005 RE II TRUST
 c/o Toys ‘R’ Us, Inc.
 One Geoffrey Way
 Wayne, New Jersey 07470
 Attention: General Counsel
 Telecopy No.: (973)
617-4006
 Confirmation No.: (973) 617-5755

		
		  	With copies to Landlord’s Lender (per Section 15.7)

  

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 (a) if to Landlord’s Lender, as follows: 
  

			
		  	 The Bank of New York Mellon
 Corporate Finance Unit
 101 Barclay Street, Floor 8W
 New York, NY 10286
 Attention: Toys “R” Us Property - Trustee
 Telecopy No.: (212) 815-5706
 Confirmation No.:
(212) 815-2923

		
	With a copy to:	  	 Winston & Strawn LLP
 200 Park Avenue
 New York, NY 10166-4193
 Attention: Jeff Elkin, Esq.
 Telecopy No.: (212) 294-4700
 Confirmation No.: (212) 294-6711


 or to such other address as either party may hereunder designate, and shall be effective upon
receipt. 
 ARTICLE XXIII 
 23.1 Appraisers. In the event that it becomes necessary to determine the Fair Market Value of any property for any purpose of this Lease, and the parties cannot agree amongst themselves on such
value within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a person selected to act as appraiser on its behalf. Within fifteen (15) days after receipt of any such
notice, the other party shall by notice to the first party appoint a second person as appraiser on its behalf. The appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or
any successor organization thereto), shall, within 45 days after the date of the notice appointing the first appraiser, proceed to appraise the applicable Leased Property to determine the Fair Market Value thereof as of the relevant date;
provided that if one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within 50 days after the making of the initial appointment, then the
determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between
the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Value shall be an amount equal to 50% of the sum of the amounts so determined. If the difference between the amounts so determined
shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have 20 days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or
any successor organization thereto to appoint an appraiser within 20 days of such request, and

  

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both parties shall be bound by any appointment so made within such 20 day period. If no such appraiser shall have been appointed within such 20 days or within 90 days of the original request for
a determination of Fair Market Value, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American
Arbitration Association or by such court shall be instructed to determine the Fair Market Value within 30 days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the
determination of the other two appraisers shall be excluded, and 50% of the sum of the remaining two determinations shall be final and binding upon Landlord and Tenant as the Fair Market Value for such interest. This provision for determination by
appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Landlord and Tenant
shall each pay the fees and expenses of the appraiser appointed by it and their own legal fees, and each shall pay one-half of the fees and expenses of the third appraiser and one-half of all other cost and expenses incurred in connection with each
appraisal. 
 ARTICLE XXIV – CONFIDENTIALITY 
 24.1 Landlord (and Landlord’s Lender) shall keep confidential all sales reports and any other proprietary information delivered pursuant to this Lease, (provided any such other proprietary
information is clearly marked by Tenant as confidential) (collectively, “Proprietary Information”); provided that any Landlord and Landlord’s Lender, as applicable, may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over Landlord or Landlord’s Lender or
to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (c) as may be required or appropriate in respect of any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable to Landlord or Landlord’s Lender, (e) to any other Landlord’s Lender provided that such Person agrees to be bound by
the confidentiality provisions contained in this Section 24.1, (f) subject to the last sentence of this Section 24.1, to any prospective or actual transferee or participant in connection with any contemplated transfer or
participation of Landlord’s Debt or any interest therein by Landlord’s Lender, provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section 24.1 and (g) any
direct or indirect counterparty in any interest rate cap transaction, or similar arrangement (or to any such counterparty’s professional advisor), entered into in connection with Landlord’s Debt provided that such Person agrees to be bound
by the confidentiality provisions contained in this Section 24.1. Tenant shall not identify, or notwithstanding anything herein to the contrary, be required hereunder to identify, any specific Leased Property to which any Proprietary
Information relates. 
  

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 ARTICLE XXV – ENVIRONMENTAL INDEMNITY 
 25.1 Tenant covenants and agrees, at its sole cost and expense, to indemnify, defend, at trial and appellate levels, with attorneys,
consultants and experts selected by Tenant (and, if the below-described claim is asserted against Landlord or Landlord’s Lender, reasonably acceptable to Landlord or Landlord’s Lender, respectively) and hold harmless Landlord,
Landlord’s Lender and each of their respective parents, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them (collectively, the
“Indemnified Parties” and each, individually, an “Indemnified Party”) against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations,
directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable
attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) (collectively, “Losses”) which may at
any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Leased Property (except, as to any Indemnified Party, to the extent arising out of the gross negligence or willful misconduct of such Indemnified
Party) and arising from or out of: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Leased Property or any surrounding areas, regardless of whether or not caused by or within
the control of any Indemnified Party or Tenant, first occurring prior to Landlord or Landlord’s Lender or a nominee or agent thereof acquiring possession and control over such Leased Property by termination of the Lease or otherwise;
(B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed of by or on behalf of Tenant, (C) the material violation of any
Environmental Laws relating to or affecting any Leased Property or Tenant, whether or not caused by or within the control of Tenant, first occurring prior to Landlord or Landlord’s Lender or a nominee or agent thereof acquiring possession and
control over such Leased Property by termination of the Lease or otherwise; (D) the failure of Tenant to comply fully with the terms and conditions of this Article XXV; (E) the violation of any Environmental Laws in connection with other
real property of Tenant or any of its Affiliates which gives or may give rise to any rights whatsoever in any party with respect to any Leased Property by virtue of any Environmental Laws; or (F) the enforcement of the provisions of this
Article XXV, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Leased Property or any adjacent areas, (ii) the costs of any
actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to Landlord or Landlord’s Lender or a nominee or agent thereof acquiring possession and control over the affected Leased Property by
termination of the Lease or otherwise on, in, under or affecting all or any portion of any Leased Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise
cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Leased Property, any adjacent areas, or
any other areas for violations first occurring prior to Landlord, Landlord’s Lender or a nominee or agent thereof acquiring title to the affected Leased Property. Tenant shall be liable for any and all losses or damages incurred by any
Indemnified Party relating to the

  

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presence, Release, or Threatened Release of any Hazardous Materials on or about any Leased Property as a result of the acts or negligent omissions of Tenant, or any principal, officer, member or
partner of Tenant from and after the date hereof. Tenant shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from such Indemnified Party’s gross negligence or willful misconduct, but
nothing in this sentence shall affect Tenant’s obligation to indemnify, defend or hold harmless any other Indemnified Party. If any such action or other proceeding shall be brought against any Indemnified Party, upon written notice from Tenant
to such Indemnified Party and Landlord’s Lender (given reasonably promptly following any Indemnified Party’s notice to Tenant of such action or proceeding), Tenant shall be entitled to assume the defense thereof, at Tenant’s expense,
with counsel reasonably acceptable to Landlord and Landlord’s Lender; provided, however, such Indemnified Party may, at its own expense and with the prior written approval of Landlord and Landlord’s Lender, retain separate
counsel to participate in such defense, but such participation shall not be deemed to give such Indemnified Party a right to control such defense, which right Tenant expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have
the right, subject to the prior written approval of Landlord’s Lender, to employ separate counsel at Tenant’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and
Tenant that would make such separate representation advisable. 
 25.2 Landlord’s Lender (and the Indemnified Parties
claiming through Landlord’s Lender) shall be an express and intended third party beneficiary of this provision and shall have the right to enforce the same against Tenant as if Landlord’s Lender were a party hereto. 
 25.3 The provisions of this Article XXV and the indemnities provided herein shall survive the expiration or earlier termination of this
Lease. 
 25.4 It is agreed and intended by Tenant and Landlord for the benefit of each Indemnified Party that the rights of the
Indemnified Parties under this Article XXV and the indemnities provided herein may be assigned or otherwise transferred by such Indemnified Party to its successors and assigns and to any subsequent purchaser of all or any portion of Landlord’s
Debt by or through such Indemnified Party, without notice to Tenant and without any further consent of Tenant. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby
given by Tenant in order to maximize the extent and effect of the indemnity given hereby. 
 25.5 The obligations and
liabilities of Tenant under this Article XXV in favor of Landlord’s Lender and any Indemnified Party claiming through Landlord’s Lender shall terminate, except to the extent of any claims for such indemnity then pending, five
(5) years after the date on which Landlord’s Debt is satisfied in full. In addition, the obligations and liabilities of Tenant under this Article XXV with respect to a particular Leased Property, shall terminate, except to the extent of
any claims for such indemnity then pending, five (5) years after Landlord or any other Indemnified Party shall have first acquired control and possession over such Leased Property by termination of the Lease or otherwise. 
 25.6 The liabilities of Tenant under this Article XXV shall in no way be limited or impaired by Landlord’s Debt Documents. In addition,
notwithstanding any terms hereof or of

  

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any of Landlord’s Debt Documents to the contrary, the liability of Tenant under this Lease shall in no way be limited or impaired by: (i) any extensions of time for performance required
by any of the Landlord’s Debt Documents; (ii) any sale, assignment or enforcement of Landlord’s Debt or any sale or transfer of all or part of any Leased Property (except as provided in Section 25.5 hereof; (iii) any
exculpatory provision in any of the Landlord’s Debt Documents limiting any Landlord’s Lender’s recourse to property encumbered by the Landlord’s Debt Documents or to any other security, or limiting any Landlord’s
Lender’s rights to a deficiency judgment against Landlord; (iv) the accuracy or inaccuracy of the representations and warranties made by Landlord under any of Landlord’s Debt Documents; (v) the release of Landlord or any other
Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Landlord’s Debt Documents by operation of law, Landlord’s Lender’s voluntary act, or otherwise; (vi) the release or
substitution, in whole or in part, of any security for Landlord’s Debt; or (vii) any Landlord’s Lender’s failure to perfect, protect, secure or insure any security interest or lien given as security for the Landlord’s Debt;
and, in any such case, whether with or without notice to Tenant and with or without consideration. 
 25.7 Tenant hereby waives
the pleading of any statute of limitations as a defense to its obligations under this Article XXV. 
 ARTICLE XXVI –
MISCELLANEOUS 
 26.1 Survival of Claims. Anything contained in this Lease to the contrary notwithstanding, all claims
against, and liabilities of, Tenant or Landlord arising prior to any date of expiration or earlier termination of this Lease shall survive such expiration or termination. 
 26.2 Severability. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term or
provision shall not be affected thereby. 
 26.3 Maximum Permissible Rate. If any late charges provided for in any
provision of this Lease are based upon a rate in excess of the maximum rate permitted by applicable law, the parties agree that such charges shall be determined at the maximum permissible rate. 
 26.4 Headings. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. 
 26.5 Exculpation; No consequential, punitive or indirect damages. Landlord’s liability hereunder shall be
limited solely to its interest in the Leased Property, and no recourse under or in respect of this Lease shall be had against any other assets of Landlord whatsoever. Furthermore, except as may otherwise be expressly provided herein, in no event
shall Landlord (original or successor) or Tenant (original or successor) ever be liable hereunder for any indirect, consequential or punitive damages or claims therefor. 
 26.6 Exhibition of Leased Property. On reasonable prior notice to Tenant and subject to reasonable restrictions imposed by Tenant, Landlord and Landlord’s agent shall have the right to enter
the applicable Leased Property at all reasonable times for the purpose of exhibiting the Leased Property to others. 
  

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 26.7 Entire Agreement. This Lease contains the entire agreement between Landlord and
Tenant with respect to the subject matter hereof. 
 26.8 Governing Law. This Lease shall be construed with respect to
each Leased Property under the substantive laws of the State of in which such Leased Property is situated. 
 26.9 No
Waiver. No waiver of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its
continuance or any future breach thereof or of any condition or covenant herein construed as a waiver of such default, or of Landlord’s right to terminate this Lease or exercise any other remedy granted herein on account of such existing
default. 
 26.10 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the heirs,
successors, personal representatives, and permitted assigns of Landlord and Tenant. 
 26.11 Modifications in Writing.
This Lease may not be modified or any provision hereof waived except by a writing signed by both Landlord and Tenant and, where required under Section 15.4, by Landlord’s Lender. 
 26.12 No Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or
default by the other party with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof. 
 26.13 Third Party Beneficiaries. Nothing in this Lease shall be deemed to create any right in any Person (other than the Landlord’s Lender to the extent provided herein) not a party hereto,
and this Lease shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than the Landlord’s Lender to the extent provided herein). It is expressly understood and agreed that
Landlord’s Lender is and shall be a third party beneficiary of this Lease to the extent provided herein. 
 26.14 Waiver
of Landlord’s Lien. Landlord hereby waives any statutory or common-law “landlord’s lien” or other lien or security interest on or in Tenant’s Personalty to secure Tenant’s obligations under this Lease. 

26.15 Separate Lease. If Landlord conveys or transfers any individual Leased Property (other than pursuant to Section 1.3),
if so requested in writing by Landlord, Tenant, as tenant, shall execute a new lease with the new owner of the applicable Leased Property, as landlord, (a “Separate Lease”) which Separate Lease shall relate solely to the conveyed Leased
Property and shall (i) be for the same Term as would otherwise pertain under this Lease, (ii) be for the same Rent as would otherwise be payable under this Lease with respect to such individual Leased Property and (iii) otherwise be
on all of the same terms and conditions as set forth in this Lease. Immediately upon the execution of a Separate Lease for any individual Leased Property by the new owner of the individual Leased Property and Tenant, this Lease shall terminate with
respect to such individual Leased Property and the Separate Lease shall in all aspects be controlling. 
  

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 ARTICLE XXVII 
 27.1 Memorandum of Lease. Landlord and Tenant shall, promptly upon the request of either enter into a short form memorandum of this Lease, in form suitable for recording under the laws of
the state in which the applicable Leased Property is located, in which reference to this Lease, and all options contained therein, shall be made. Tenant shall pay all costs and expenses of recording such Memorandum of Lease. 
 ARTICLE XXVIII 
 28.1 True Lease. It is the intent of Landlord and Tenant that this Lease constitute a “true lease” of the Leased Property. Landlord does not intend to convey any fee or Overlease interest in any of the Leased Property to
Tenant. Tenant does not intend to obtain an interest in the Leased Property other than a leasehold interest pursuant to this Lease. This Lease shall not be construed in any manner to create any relationship between the parties other than a
landlord-tenant relationship. 
 28.2 Acknowledgment of Law. This Lease is not an attempt by Landlord or Tenant to evade
the operation of any aspect of the law applicable to any of the Leased Property. 
 28.3 Single Lease. It is the intent
of Landlord and Tenant that, subject to Landlord’s rights under Section 26.15, this Lease constitute, and the parties have executed this Lease in reliance upon it constituting, a single, integrated and indivisible agreement between the
parties hereto for the lease of all parcels constituting the Leased Property, and the parties hereto would not otherwise enter into this Lease absent such agreement. The consideration for the lease of any one parcel hereunder constituting Leased
Property includes the lease of all other parcels constituting Leased Property (except for any such parcels which cease to be Leased Property in accordance with the terms hereof). 
 [remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed as of
July 9, 2009. 
 [Signature blocks to be attached separately.] 
  

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 (Amended and Restated Master Lease – Signature Page 1 of 2) 
  

					
	LANDLORD:
	
	MAP REAL ESTATE, LLC
		
	By:	 	 /s/ Michael L. Tumolo

	Name:	 	Michael L. Tumolo
	Title:	 	Vice President — Real Estate Counsel
	
	WAYNE REAL ESTATE COMPANY, LLC
		
	By:	 	 /s/ Michael L. Tumolo

	Name:	 	Michael L. Tumolo
	Title:	 	Vice President — Real Estate Counsel
	
	TRU 2005 RE I, LLC
		
	By:	 	 /s/ Michael L. Tumolo

	Name:	 	Michael L. Tumolo
	Title:	 	Vice President — Real Estate Counsel
	
	TRU 2005 RE II TRUST
		
	By:	 	TOYS “R” US PROPERTY COMPANY I, LLC
		 	(F/K/A TRU 2005 RE HOLDING CO. I, LLC),
		 	its Managing Trustee
			
		 	By:	 	 /s/ Michael L. Tumolo

		 	Name:	 	Michael L. Tumolo
		 	Title:	 	Vice President — Real Estate Counsel
	
	TENANT:
	
	TOYS “R” US – DELAWARE, INC.
		
	By:	 	 /s/ F. Clay Creasey, Jr.

	Name:	 	F. Clay Creasey, Jr.
	Title:	 	Executive Vice President — Chief Financial Officer

  

							
	Witness #1:	 		 	Witness #2:	  	
		
	 /s/ Debra L. Yurinich
	 	 /s/ Robin Hayden

	Name	 	 Debra L. Yurinich
	 	Name:	  	 Robin Hayden









 (Amended and Restated Master Lease – Signature Page 2 of 2) 
  

			
	 Acknowledgements:
  
 For the Tenant:
 State of New
Jersey
 County of Passaic
  
 The foregoing instrument was acknowledged before me this 9th, day of July, 2009 by F. Clay Creasay, Jr of Toys “R” Us- Delaware, Inc., a Delaware
corporation, on behalf of the corporation, as the free act and deed of the corporation and his/her free act and deed as Executive Vice President - Chief Financial Officer
  
 /s/ Gloria E.
Bello                                        

	 	
	Notary Public	 	
		
	For the Landlord:	 	
		
	 State of New Jersey
 County of
Passaic
  
 The foregoing instrument was acknowledged before me this 9th, day
of July, 2009 by Michael L. Tumolo of MAP Real Estate, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as Vice President -
Real Estate Counsel.
	 	 State of New Jersey
 County of
Passaic
  
 The foregoing instrument was acknowledged before me this 9th, day
of July, 2009 by Michael L. Tumolo of Wayne Real Estate Company, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as Vice
President - Real Estate Counsel.

		
	 s/ Gloria E.
Bello                                        

 Notary Public
	 	 /s/ Gloria E.
Bello                                        

 Notary Public

		
	 State of New Jersey
 County of
Passaic
  
 The foregoing instrument was acknowledged before me this 9th, day
of July, 2009 by Michael L. Tumolo of TRU 2005 RE I, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as Vice President -
Real Estate Counsel.
	 	 State of New Jersey
 County of
Passaic
  
 The foregoing instrument was acknowledged before me this 9th, day
of July, 2009 by Michael L. Tumolo of TRU 2005 RE II Trust, a Delaware statutory trust, on behalf of the statutory trust, as the free act and deed of the statutory trust and his/her free act and deed as Vice President - Real Estate
Counsel.

		
	 /s/ Gloria E.
Bello                                        

 Notary Public
	 	 /s/ Gloria E.
Bello                                        

 Notary Public