Common use of Payoff Clause in Contracts

Payoff. Unless Accentia takes advantage of the Restructure Opportunity described in Section 9 below, all Obligations that remain outstanding after the sums payable pursuant to Section 4(c) above are paid, including the Deferred Obligations, plus accrued and unpaid interest as provided herein, together with any fees, costs and expenses incurred by McKesson in connection with the Obligations, plus any other indebtedness owed by Accentia to McKesson (or to any affiliate of McKesson), other than in connection with the Biologics Distribution Agreement, shall be paid in full on or before the “Full Payment Deadline” defined above (unless and to the extent McKesson converts any portion of the Obligations to equity, which McKesson may elect to do in its sole and absolute discretion on terms no less favorable than the proposed Series E financing that Accentia expected to obtain in 2003, all as more particularly set forth in Section 25 of the Assumption Agreement). The payment obligations under the Biologics Distribution Agreement shall be paid as and when provided in the Biologics Distribution Agreements, subject to acceleration upon the occurrence of a default thereunder or an Event of Default under the Assumption Agreement (as amended from time to time in writing and signed by McKesson).