This Agreement shall create a continuing collateral assignment, pledge and first priority security interest in, and Lien on, the Pledged Collateral and shall continue in full force and effect until all of the Secured Obligations (other than any contingent obligations that survive the termination of this Agreement, the Credit Agreement and the other Loan Documents) shall have been paid and performed in full and satisfied, and the commitments of the Pledgee (and Lenders) under the Credit Agreement shall have terminated.  Subject to any sale or other disposition by the Pledgee of the Pledged Collateral or any part thereof pursuant to this Agreement, the Pledged Collateral shall be returned to the Pledgors upon full payment, satisfaction and termination of the Secured Obligations .  To the extent that any Pledgor or any other Person on behalf of a Pledgor makes a payment or payments of the Secured Obligations to the Pledgee, or the Pledgee enforces the security interests or exercises its set-off rights, and such payment(s) or the proceeds of such enforcement or set-off are subsequently rescinded or must otherwise be restored by any holder of any Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Secured Obligations and this Agreement and all Liens, rights and remedies therefor, shall be automatically reinstated to such extent.   Upon termination of this Agreement, the Pledgee shall forthwith assign, transfer and deliver to the Pledgors such of the Pledged Collateral as may be in the possession of the Pledgee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and shall promptly execute and deliver to the Pledgors such documents as are reasonably necessary to evidence the termination of the Liens created hereby.