1.2. The Subordinated Note; Repayment. The Loan shall be evidenced by a subordinated promissory note from Borrower to Lender (the "Subordinated Note"), which shall be substantially in the form attached hereto as Exhibit 1.2 . The Loan shall be repaid with interest as provided in the Subordinated Note.

　　ARTICLE II

　　COLLATERAL

　　2.1. Collateral. Borrower hereby pledges, assigns and grants to Lender, as security for the performance of this Agreement and any other agreements executed in connection herewith, and the repayment of the Loan and the Subordinated Note and for all other indebtedness, liabilities and obligations of Borrower (primary, secondary, direct, contingent, related, unrelated, sole, joint or several) due or to become due to Lender or which may be contracted for or acquired hereafter (collectively, the "Obligations"), a security interest under the Uniform Commercial Code in all Accounts, Inventory, General Intangibles, Chattel Paper, Instruments, Documents and Equipment (whether or not constituting fixtures) and any other security of the Senior Credit now owned or hereafter acquired by Borrower, together with all cash and non-cash proceeds (including without limitation, insurance proceeds), products, distributions, additions, accessions, substitutions, exchanges and replacements thereof, (collectively, the "Collateral").

　　2.2. Further Assurances. Borrower shall from time to time promptly take all actions (and execute, deliver and record all instruments and documents) necessary or reasonably appropriate or requested by Lender, to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral, subject to the Subordination Agreement (the "Subordination Agreement") dated as of _________,_________,_________(M,D,Y) between Lender and the Bank.