This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until (i) the Target Company has acquired 75% of the Pledgor’s current ownership interests in the aggregate in the entities that make up the Reserved Equity Interests and the Pledged Collateral, or (ii) 75% of the shares of Preferred Stock owned by the Pledgee have been converted into the Target Company’s common stock or have been redeemed by the Pledgee, provided , however , that, if at any time all or any part of any payment theretofore applied by the Pledgee to any of the Obligations is or must be rescinded or returned or restored for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Pledgor), such Obligations shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded, restored or returned, be deemed to have continued in existence, notwithstanding such application, and this Agreement (including the security interest granted herein in the Pledged Collateral) shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by the Pledgee had not been made, (b) be binding upon the Pledgor, its successors and permitted assigns, and (c) inure to the benefit of, and be enforceable by the Pledgee, and its successors, transferees and assigns.  Subject to the proviso contained in clause (a) of the preceding sentence, upon termination of this Agreement, the security interest granted hereby shall terminate and all rights to the Pledged Collateral and Reserve Equity Interest shall revert to the Pledgor or the owner of such collateral.  Upon any such termination, the Pledgee will return to the Pledgor such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor, at the sole expense of the Pledgor, such documents as the Pledgor shall reasonably request to evidence such termination.