Notice of Continuation
EXHIBIT B
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Form of Note
EXHIBIT C
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Form of Letter of Credit Request
EXHIBIT D-1
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Form of Australian Perfection Certificate
EXHIBIT D-2
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Form of English Perfection Certificate
EXHIBIT D-3
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Form of Pledged Securities Perfection Certificate
EXHIBIT E
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Form of French Proceeds Loan Agreement
EXHIBIT F-1
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Form of Officers' Certificate
EXHIBIT F-2
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Form of Managing Directors' Certificate
EXHIBIT G
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Form of Perfection Certificate Supplement
EXHIBIT H-1
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Form of Tri-Party Agreement (Australia)
EXHIBIT H-2
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Form of Tri-Party Agreement (UK)
EXHIBIT I
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Form of Joinder Agreement
EXHIBIT J
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Form of Solvency Certificate
EXHIBIT K
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Form of Compliance Certificate
EXHIBIT L
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Form of Assignment and Assumption Agreement
EXHIBIT M
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Form of Intercompany Note
EXHIBIT N
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Intercompany Subordination Agreement
EXHIBIT O
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Form of Process Letter
EXHIBIT P
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Form of Borrowing Base Certificate
EXHIBIT Q
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Form of Incremental Commitment Agreement
EXHIBIT R
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Form of Credit Document Acknowledgement and Amendment
EXHIBIT S-1
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Form of Credit Card Notification (Australia)
EXHIBIT S-2
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Form of Credit Card Notification (UK)
EXHIBIT T-1
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Form of Customs Broker Agreement (Australia)
EXHIBIT T-2
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Form of Customs Broker Agreement (UK)
EXHIBIT U
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Form of Subsidiary Borrower Assumption Agreement
SECOND AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of October
15, 2009, as amended and restated as of March 8, 2011, as amended as of March
20, 2013 and as further amended and restated as of December 18, 2015, among TRU
Europe Limited (the "European Parent Guarantor"), TRU Iberia Holdings 1, S.L.U.
(formerly known as Nutley, S.L.U.) (the "Spanish Parent Guarantor"), TRU
Australia Holdings, LLC (the "Australian Parent Guarantor"), Toys "R" Us (UK)
Limited (the "UK Holdco"), Toys "R" Us Limited ("Toys UK" and together with the
UK Holdco, the "U.K. Borrowers"), Toys "R" Us (Australia) Pty Ltd (ABN 77 057
455 026) (the "Australian Borrower"), Toys "R" Us GmbH (the "German Borrower"),
Toys "R" Us Iberia, S.A.U. (the "Spanish Borrower" and, together with the
U.K. Borrowers, the Australian Borrower and the German Borrower, and any entity
that becomes a borrower pursuant to Section 9.13(c), collectively, the
"Borrowers", and individually, a "Borrower"), TRU (UK) H7 Limited ("Midco1"),
TRU (UK) H8 Limited ("Midco2"), Toys "R" Us Holdings Limited ("TRU Holdings"),
Toys "R" Us Financial Services Limited ("TRU Financial Services"), Toys "R" Us
Properties Limited ("TRU Properties"), TRU (UK) H4 Limited ("TRU H4"), TRU
(France) Finance Ltd. ("TRU France Finance"), TRU (France) Holdings Ltd. ("TRU
France Holdings" and, together with the European Parent Guarantor, Midco1,
Midco2, the Australian Parent Guarantor, TRU Holdings, TRU Financial Services,
TRU Properties, TRU H4 and TRU France Finance, collectively the "U.K.
Guarantors"), Babies "R" Us (Australia) Pty Ltd (ABN 56 073 394 117) ("Babies
"R" Us (Australia)"), Toys "R" Us SARL ("Toys SARL"), TRU (BVI) Finance II, Ltd.
(the "BVI Guarantor"), TRU (UK) H6, LLC (the "U.S. Guarantor"), TRU Iberia
Holdings 2, S.L.U. (formerly known as Avenal Investment, S.L.) ("Midco4",
together with the