GUARANTY AND SECURITY AGREEMENT

Exhibit 10.1

GUARANTY AND SECURITY AGREEMENT

Dated as of May 27, 2009

among

AKORN, INC.,
AKORN (NEW JERSEY), INC.

and

Each Other Grantor
From Time to Time Party Hereto

and

John N. Kapoor Trust dated September 20, 1989

TABLE OF CONTENTS

TABLE OF CONTENTS
(Continued)

ANNEXES AND SCHEDULES

     GUARANTY AND SECURITY AGREEMENT, dated as of May 27, 2009, by Akorn, Inc., a Louisiana corporation (“ Akorn ”), Akorn (New Jersey), Inc., an Illinois corporation (“ Akorn NJ ” and, together with Akorn, the “ Borrowers ”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrowers, the “ Grantors ”), in favor of the John N. Kapoor Trust dated September 20, 1989 (together with its successors and assigns, “ Subordinated Lender ”).

W I T N E S S E T H:

     WHEREAS, pursuant to the Modification, Warrant and Investors Rights Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Modification Agreement ”; capitalized terms are used herein as defined in the Modification Agreement as in effect on the date hereof and, to the extent consented to in writing by Subordinated Lender, as hereafter amended, supplemented or otherwise modified) dated on or about April 13, 2009 among the Borrowers and EJ Funds LP, the Borrowers agreed to grant security interests in favor of the Subordinated Lender;

     WHEREAS, each Grantor has agreed to guaranty all obligations, whether direct or indirect, now existing or hereafter arising, under or in respect of the Subordinated Note (collectively, the “ Obligations ”);

     WHEREAS, each Grantor has and will continue to derive substantial direct and indirect benefits from the making of the extensions of credit under the Subordinated Note; and

     NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Subordinated Lender as follows:

ARTICLE I

DEFINED TERMS

      Section 1.1 Definitions. (a) Capitalized terms used herein without definition are used as defined in the Modification Agreement; it being understood that any terms which are defined in the Modification Agreement by incorporation by reference from the Credit Agreement shall be likewise be incorporated herein but only to the extent such terms are defined as of the date hereof ( i.e. , changes to such defined terms subsequent to the date hereof shall not have effect herein unless (i) effected during an Affiliated Lender Period or (ii) consented to in writing by the Subordinated Lender.)

          (b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “ account ”, “ account debtor ”, “ as-extracted collateral ”,

“ certificated security ”, “ chattel paper ”, “ commercial tort claim ”, “ commodity contract ”, “ deposit account ”, “ electronic chattel paper ”, “ equipment ”, “ farm products ”, “ fixture ”, “ general intangible ”, “ goods ”, “ health-care-insurance receivable ”, “ instruments ”, “ inventory ”, “ investment property ”, “ letter-of-credit right ”, “ proceeds ”, “ record ”, “ securities account ”, “ security ”, “ supporting obligation ” and “ tangible chattel paper ”.

          (c) The following terms shall have the following meanings:

          “ Affiliated Lender Period ” means any period during which the Agent, or any one or more Lenders having the ability to veto all requested consents, amendments or waivers under the Credit Agreement for which Lender consent is required, is EJ Funds LP or otherwise is an Affiliate of EJ Funds LP or the Subordinated Lender.

          “ Agreement ” means this Guaranty and Security Agreement.

          “ Cash Collateral Account ” means a deposit account or securities account subject, in each instance, to an effective control agreement establishing “control” thereof in favor of the Subordinated Lender (or its agent) sufficient for purposes of perfection of a security interest therein under the applicable terms of the UCC.

          “ Collateral ” has the meaning specified in Section 3.1 .

          “ Controlled Securities Account ” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective control agreement establishing “control” thereof in favor of the Subordinated Lender (or its agent) sufficient for purposes of perfection of a security interest therein under the applicable terms of the UCC.

          “ Controlling Amendment” means, with respect to the Credit Agreement or the Credit Agreement Security Agreement, any amendment to, consent or waiver under, or other modification to, such agreement that is effected (i) during any Affiliated Lender Period or (ii) with the prior written consent of the Subordinated Lender.

          “ Credit Agreement Security Agreement ” means the Guaranty and Security Agreement dated on or about January 7, 2009 and executed by the Borrowers in connection with the Credit Agreement, as amended from time to time by one or more Controlling Amendments.

          “ Excluded Equity ” means (i) any voting stock in excess of 65% of the outstanding voting stock of any Foreign Subsidiary, which, pursuant to the terms of the Credit Agreement, is not required to guaranty the Obligations and (ii) Akorn’s interest in the Existing JV. For the purposes of this definition, “ voting stock ” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

          “ Excluded Property ” means, collectively, (i) Excluded Equity, (ii) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than a Borrower and its Affiliates which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement (as the Credit Agreement is in effect on the date hereof or as amended by one or more Controlling Amendments, provided that any such Lien which is permitted under the Credit Agreement as in effect on the date hereof (or as amended by one or more Controlling Amendments) but which remains subject to a consent by the “Agent” or the “Lenders” or any subset thereof under the Credit Agreement, shall be subject to the consent of the Subordinated Lender hereunder for purposes of this clause (iii) at any time other than during an Affiliated Lender Period) if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than a Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such equipment and (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided , however , “ Excluded Property ” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

          “ Existing JV ” means Akorn-Strides, LLC, a Delaware limited liability company.

          “ Guaranteed Obligations ” has the meaning set forth in Section 2.1 .

          “ Guarantor ” means each Grantor, including each Borrower with respect to the obligations of each other Borrower.

          “ Guaranty ” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement.

          “ Internet Domain Name ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

          “ Pledged Certificated Stock ” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, including all Stock and Stock Equivalents listed on Schedule 5 . Pledged Certificated

Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.10 of the Credit Agreement Security Agreement as in effect on the date hereof or as amended by one or more Controlling Amendments.

          “ Pledged Collateral ” means, collectively, the Pledged Stock and the Pledged Debt Instruments.

          “ Pledged Debt Instruments ” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations, including all Indebtedness described on Schedule 5 , issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.10 of the Credit Agreement Security Agreement as in effect on the date hereof or as amended by one or more Controlling Amendments.

          “ Pledged Stock ” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.

          “ Pledged Uncertificated Stock ” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Organization Document of any partnership or limited liability company to which it is a party, including in each case those interests set forth on Schedule 5 , to the extent such interests are not certificated. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.10 of the Credit Agreement Security Agreement as in effect on the date hereof or as amended by one or more Controlling Amendments.

          “ Software ” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

          “ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided , however , that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Subordinated Lender’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

      Section 1.2 Certain Other Terms .

          (a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.

          (b) Other Interpretive Provisions .

          (i) Defined Terms . Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

          (ii) This Agreement . The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (iii) Certain Common Terms . The term “including” is not limiting and means “including without limitation.”

          (iv) Performance; Time . Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

          (v) Contracts . Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Subordinated Note Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Subordinated Note Document.

          (vi) Laws . References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

ARTICLE II

GUARANTY

      Section 2.1 Guaranty. Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Subordinated Note Document, of all the Obligations of each Borrower whether existing on the date hereof or hereinafter incurred or created (the “ Guaranteed Obligations ”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.

      Section 2.2 Limitation of Guaranty . Any term or provision of this Guaranty or any other Subordinated Note Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Subordinated Note Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “ Fraudulent Transfer Laws ”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

      Section 2.3 Contribution . To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Subordinated Indebtedness under the Subordinated Loan Documents (the “ Subordinated Loans ”) and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by a Borrower that received the benefit of the funds advanced that constituted Guaranteed Obligations) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.

      Section 2.4 Authorization; Other Agreements. The Subordinated Lender is hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:

          (a)(i) subject to compliance with the applicable provisions, if any, of the Subordinated Note Documents, modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Subordinated Note Document;

          (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order, if any, as provided in the Subordinated Note Documents;

          (c) refund at any time any payment received by the Subordinated Lender in respect of any Guaranteed Obligation;

          (d) (i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with a Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and

          (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

      Section 2.5 Guaranty Absolute and Unconditional . Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which, to the maximum extent permitted by law, may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except in connection with a compulsory counterclaim or as otherwise agreed in writing by the Subordinated Lender):

          (a) the invalidity or unenforceability of any obligation of any other Borrower or any other Guarantor under any Subordinated Note Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;

          (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from any other Borrower or any other Guarantor or any other action to enforce the same or (ii) any action to enforce any Subordinated Note Document or any Lien thereunder;

          (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;

          (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against a Borrower, any other Guarantor or any of a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or

bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;

          (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by the Subordinated Lender to proceed separately against any Collateral in accordance with the Subordinated Lender’s rights under any applicable Requirement of Law; or

          (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of a Borrower, any other Guarantor or any other Subsidiary of a Borrower, in each case other than the payment in full of the Guaranteed Obligations.

      Section 2.6 Waivers . Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of a Borrower or any other Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against a Borrower or any other Guarantor by reason of any Subordinated Note Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Person providing credit support to the Subordinated Lender in respect of the Obligations (including, without limitation, any other Guarantor) or set off any of its obligations to any such other Person against obligations of such other Person to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.

      Section 2.7 Reliance . Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of each Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that the Subordinated Lender shall not have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event the Subordinated Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, the Subordinated Lender shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that the Subordinated Lender, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or

any other information to any Guarantor.

ARTICLE III

GRANT OF SECURITY INTEREST

      Section 3.1 Collateral . For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interest is collectively referred to as the “ Collateral ”:

          (a) all accounts, chattel paper, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing;

          (b) all deposit accounts, securities accounts and other bank accounts;

          (c) the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Subordinated Lender;

          (d) all books and records pertaining to the other property described in this Section 3.1;

          (e) all property of such Grantor held by the Subordinated Lender, including all property of every description, in the custody of or in transit to the Subordinated Lender for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power (but excluding property held in trust), including but not limited to cash;

          (f) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and

          (g) to the extent not otherwise included, all proceeds of the foregoing;

provided , however , that “Collateral” shall exclude all Excluded Property.

      Section 3.2 Grant of Security Interest in Collateral Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “ Secured Obligations ”), hereby mortgages, pledges and hypothecates to the Subordinated Lender, and grants to the Subordinated Lender a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided , however , notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided , further , that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein.

ARTICLE IV

RESERVED.

ARTICLE V

COVENANTS

     Each Grantor agrees with the Subordinated Lender to the following, as long as any Obligation remains outstanding (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted):

      Section 5.1 Incorporation of Covenants from Credit Agreement Security Agreement . (a) The provisions of Article V of the Credit Agreement Security Agreement, as in effect on the date hereof, are herby incorporated herein, mutatis mutandi ; provided that:

          (i) subject to the following subparagraph (ii), (A) all references therein to the “Agent” or to a “Secured Party” in Article V of the Credit Agreement Security Agreement shall be deemed to be like references to the Subordinated Lender, (B) any requirement with respect to the maintenance of lien priority contained therein shall be deemed to be further qualified by the prior liens, if any, in favor of the “Agent” and the “Secured Parties” arising thereunder, (C) all requirements for delivery of physical possession or endorsement of Collateral to the “Agent” or the “Secured Parties” or maintenance of “control” of Collateral (within the meaning of the applicable sections of the UCC) in favor of the “Agent” or the “Secured Parties” shall, so long as the “Secured Obligations” (as defined therein) remain outstanding, only apply to the delivery or endorsement to, or control in favor of, the “Agent” or the “Secured Parties”, as applicable (it being further understood that the “Agent” agrees to act as agent for the Subordinated Lender for purposes of perfection, subject to the prior liens securing the “Secured Obligations” (as defined under the Credit Agreement Security Agreement), with respect to all such Collateral and the Grantors hereby acknowledge and agree to such agency, (D) all rights of the Subordinated Lender to exercise rights with respect to the Collateral (including, without limitation, under Sections 5.3(b), 5.3(c), and 5.3(d), as incorporated into this Agreement by reference, shall be subject to the prior rights, if any, in favor of the “Agent” under the Credit Agreement Security Agreement; (E) no requirement for the independent consent of the Subordinated Lender shall apply during any Affiliated Lender Period; and (F) references therein to “Schedules” which are indicated herein as “Reserved” or which are omitted herefrom shall be deemed to be references to the numerically corresponding schedules to the Credit Agreement Security Agreement; and

          (ii) notwithstanding the foregoing:

          (A) The Grantors’ obligations under Sections 5.1(d), (e), and (f), as incorporated into this Agreement by reference, shall be limited to taking action for the benefit of the Subordinated Lender with

respect to only those assets for which a corresponding request for action is made by the Agent under the Credit Agreement Security Agreement; and

          (B) No consent by the Subordinated Lender shall be required in connection with any return by the Agent to a Grantor of any Cash Equivalents pursuant to Section 5.10 of the Credit Agreement Security Agreement, as in effect on the date hereof or as amended by one or more Controlling Amendments.

ARTICLE VI

REMEDIAL PROVISIONS

      Section 6.1 Code and Other Remedies . Subject to the prior rights, if any, in favor of the “Agent” under the Credit Agreement Security Agreement:

          (a) UCC Remedies . During the continuance of an event of default under the Subordinated Note Documents (each, an “ Event of Default ”), the Subordinated Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law.

          (b) Disposition of Collateral . Without limiting the generality of the foregoing, the Subordinated Lender may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Subordinated Lender’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Subordinated Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best,