Release of Pledged Collateral. The Collateral Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

ARTICLE # CASH MANAGEMENT 35

Release of Certain Collateral. Upon the Effective Date, the Security Trustee hereby releases:

Release of Collateral or Guarantor. Except for sales of assets permitted by [Section 8.2.7] [Dispositions of Assets or Subsidiaries], release all or substantially all of the Collateral or release all or substantially all of the value of the Guarantors from their Obligations under the Guaranty Agreement, in each case without the consent of all Lenders (other than Defaulting Lenders); or

Release of Certain Collateral Subsidiaries. Provided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this [Section 5.12(b)], including any paydown of the Loans in connection with the transactions contemplated by this [Section 5.12(b)]), the Administrative Agent shall release the Equity Interests in the Point @ Foothills real property located in the Phoenix, Arizona MSA, the Ashlar real property located in the [[Address A:Address]] MSA, the Heatherstone real property located in the [[Address A:Address]] MSA, the Belmont at Duck Creek real property located in the [[Address A:Address]] MSA, and/or the Southpoint Reserve real property, located in Fredericksburg, Virginia or Washington, D.C. MSA from the lien or security title of the Collateral Documents encumbering the same upon the request of Borrowers in connection with a sale of such Real Property, subject to and upon the following terms and conditions:

Release of Collateral Pool Properties. From time to time the Borrower may request, upon not less than ten (10) Business Days’ prior written notice to the Administrative Agent, that a Collateral Pool Property ceases to be a Collateral Pool Property and that the Mortgage and the other Collateral Documents on or relating to the affected Collateral Pool Property be discharged (solely with respect to such Collateral Pool Property), which release may be effected by the Administrative Agent, without further consent of the Lenders, if all of the following conditions are satisfied as of the date of such release:

Release all or substantially all of the Collateral (other than as provided herein or as appropriate in connection with one or more transactions permitted hereunder) or release all or substantially all of the value of the guarantees provided by the Guarantors (other than as provided herein or as appropriate with transactions permitted hereunder) without the consent of all the Banks. Notwithstanding the foregoing, the Banks hereby authorize the Administrative Agent to take all actions necessary related to the automatic release of the Liens on the Collateral or the automatic termination of a Subsidiary Loan Party’s obligations under the Loan Documents to the extent expressly permitted by Section 10.20.

. Except for sales of assets or capital stock permitted by [Section 8.2.7] [Dispositions of Assets or Subsidiaries] and releases of Guarantors and Collateral authorized under [Section 8.2.9] [Subsidiaries, Partnerships and Joint Ventures], release all or substantially all of the Collateral or any Guarantor from its Obligations under the Guaranty Agreement without the consent of all Lenders (other than Defaulting Lenders); or

Release of Security and Collateral. Upon the payment of the Cash Payment, the Escrow Release and delivery of the Restated Note, # each of the Obligors (as defined in the Inventory Note) shall without further act be unconditionally released and fully and irrevocably discharged from all of its respective obligations and liabilities under the Inventory Note, except for the Obligors’ continuing obligations under the Restated Note and # all security interests and liens upon the Collateral (as defined in the Inventory Note) granted by the Obligors in favor of [[GameStop:Organization]] to secure the obligations owing under the Inventory Note shall without further act be unconditionally released. Upon release and discharge, the Company, the other Obligors or their designated agents are authorized to file any termination statements with respect to any financing statements filed in connection with the obligations under the Inventory Note.

Release of Guaranty and Collateral. At such time as the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated or been cash collateralized in a manner consistent with the requirements in [Section 2.07(k)] and all LC Disbursements shall have been reimbursed and the other obligations under the Loan Documents (other than obligations under or in respect of Specified Hedging Agreements, Cash Management Obligations or contingent indemnification obligations as to which no claim has been asserted) shall have been paid in full, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents, the Guaranty and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents and the Guaranty shall terminate, all without delivery of any instrument or performance of any act by any Person.