Common use of Conditions to Use of Restructure Opportunity Clause in Contracts

Conditions to Use of Restructure Opportunity. If Accentia desires to utilize the Restructure Opportunity, there must be no default or defined Event of Default under the Assumption Agreement or the other Assumption Documents, and on or before close of business San Francisco, California time on March 31, 2005, McKesson must receive (i) written notice of Accentia’s intent to utilize the Restructure Opportunity, (ii) the Cash Payment in good funds, (iii) the Restructure Note described below, (iv) acknowledgment from the Guarantors that their guaranties and any third party security agreements remain in place and in full force and effect with regard to the sums owing under the Restructure Note inasmuch as it is the identical debt as what is already guarantied or secured by such guaranties and/or third party security agreements, and (v) a general release of claims signed by Accentia and each of the Guarantors. The date when all these items are received shall be defined herein as the “Restructure Closing,” so long as this occurs on or before the first to occur of March 31, 2005 (the “Restructure Deadline”), and the date that a default or defined Event of Default occurs under the Assumption Agreement (as amended from time to time), the Biologics Distribution Agreement or any Assumption Document.