Common use of Suspension of Payment When Guarantor Senior Indebtedness in Default Clause in Contracts

Suspension of Payment When Guarantor Senior Indebtedness in Default. (a) Unless Section 3.02 shall be applicable, upon the occurrence of a Payment Default in respect of Guarantor Designated Senior Indebtedness, then no payment or distribution of any assets of Multicare or any Subsidiary of Multicare of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare or on behalf of or out of the property of Multicare, or received by the Trustee or any Holder on account of principal of, premium, if any, or interest on, the Notes or on account of the purchase, redemption, defeasance (whether under Section 8.02 or 8.03 of the Indenture) or other acquisition of or in respect of the Notes unless and until such Payment Default shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Designated Senior Indebtedness shall have been paid in full in cash, Cash Equivalents or in any other manner as acceptable to each holder of such Guarantor Designated Senior Indebtedness, after which Multicare shall resume making any and all required payments in respect of the Notes, including any missed payments. (b) Unless Section 3.02 shall be applicable, upon (i) the occurrence of a Non-payment Default pursuant to which the maturity of the applicable Designated Senior Indebtedness may be accelerated in respect of Guarantor Designated Senior Indebtedness, either iimmediately or upon the giving of notice, the passage of time, or both, and (ii) receipt by the Trustee and Multicare from a Guarantor Senior Representative or the holder of any Guarantor Designated Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to Section 8.02 or 8.03 of the Indenture or from the money or proceeds of U.S. Government Securities held under the Escrow Agreement as provided in Section 10.01 of the Indenture) or distribution of any assets of Multicare or any Subsidiary of Multicare thereof of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare thereof or on behalf of or out of the property of Multicare or any Subsidiary of Multicare, or received by the Trustee or any Holder on account of any principal of, premium, if any, or interest on, the Notes (including payments under any guaranty thereof) or on account of the purchase, redemption or other acquisition of or in respect of Notes (including payments under any guaranty thereof) for a period ("Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice until the earliest of (x) 179 days after receipt of such written notice by the Trustee (provided any Guarantor Designated Senior Indebtedness as to which notice was given shall theretofore have not been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Senior Indebtedness related thereto shall have been paid in full in cash or Cash Equivalents or (z) the date such Payment Blockage Period and any Payment Blockage Periods initiated during such period shall have been terminated by written notice to Multicare or the Trustee from the Guarantor Senior Representative and the holders of the Guarantor Designated Senior Indebtedness that have given notice of a Non-payment Default at or after the initiation of such Payment Blockage Period, after which in the case of clause (x), (y) or (z), Multicare shall resume making any and all required payments in respect of the Notes including any missed payments. Notwithstanding any other provision of this Supplemental Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by Multicare or the Trustee of the notice referred to in clause (ii) of this paragraph (b) (the "Initial Blockage Period"). Not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days; provided that subject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representative of Guarantor Designated Senior Indebtedness other than the Credit Facility shall not bar the commencement of another Payment Blockage Period by the representative for the Credit Facility within such period of 360 consecutive days. Notwithstanding anything in this Supplemental Indenture to the contrary, there must be 180 days in any 360-day period in which no Payment Blockage Period is in effect. No event of default (other than an event of default pursuant to the financial maintenance covenants under the Credit Facility) that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Payment Blockage Period with respect to the Guarantor Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event that, notwithstanding the foregoing, Multicare or any of its Subsidiaries shall make, or the Trustee or any Holder shall receive, any payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section, then and in such event such payment shall be paid over and delivered forthwith to a Guarantor Senior Representative of the holders of the Guarantor Designated Senior Indebtedness.

Suspension of Payment When Guarantor Senior Indebtedness in Default. (a) Unless Section 3.02 shall be applicable, upon the occurrence of a Payment Default in respect of No Subsidiary Guarantor Designated Senior Indebtedness, then no payment or distribution of any assets of Multicare or any Subsidiary of Multicare of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare or on behalf of or out of the property of Multicare, or received by the Trustee or any Holder on account of may pay principal of, premium, if any, or interest on, the Notes or on account of the Securities pursuant to its Subsidiary Guarantee and may not otherwise pay any amount pursuant to such Subsidiary Guarantee to purchase, redemptionredeem or otherwise retire any Securities (collectively, defeasance “pay the Securities”) if: (whether under Section 8.02 i) any Guarantor Senior Indebtedness is not paid when due in cash or 8.03 Cash Equivalents; or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the Indenture) or other acquisition of or in respect of the Notes unless and until such Payment Default shall have default has been cured or waived and any such acceleration has been rescinded in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Designated Senior Indebtedness shall have been paid in full in cash, Cash Equivalents or in any other manner as acceptable to each holder of (B) such Guarantor Designated Senior Indebtedness, after which Multicare shall resume making any and all required payments in respect of the Notes, including any missed payments. (b) Unless Section 3.02 shall be applicable, upon (i) the occurrence of a Non-payment Default pursuant to which the maturity of the applicable Designated Senior Indebtedness may be accelerated in respect of Guarantor Designated Senior Indebtedness, either iimmediately or upon the giving of notice, the passage of time, or both, and (ii) receipt by the Trustee and Multicare from a Guarantor Senior Representative or the holder of any Guarantor Designated Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to Section 8.02 or 8.03 of the Indenture or from the money or proceeds of U.S. Government Securities held under the Escrow Agreement as provided in Section 10.01 of the Indenture) or distribution of any assets of Multicare or any Subsidiary of Multicare thereof of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare thereof or on behalf of or out of the property of Multicare or any Subsidiary of Multicare, or received by the Trustee or any Holder on account of any principal of, premium, if any, or interest on, the Notes (including payments under any guaranty thereof) or on account of the purchase, redemption or other acquisition of or in respect of Notes (including payments under any guaranty thereof) for a period ("Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice until the earliest of (x) 179 days after receipt of such written notice by the Trustee (provided any Guarantor Designated Senior Indebtedness as to which notice was given shall theretofore have not been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Senior Indebtedness related thereto shall have has been paid in full in cash or Cash Equivalents Equivalents; provided, however, a Subsidiary Guarantor may make payments on the Securities pursuant to its Subsidiary Guarantee without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Guarantor Senior Indebtedness with respect to which either of the events set forth in clause (i) or (zii) above has occurred and is continuing. (b) During the date continuance of any default (other than a default described in clause (a)(i) or (a)(ii) above) with respect to any Designated Guarantor Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Subsidiary Guarantor may not make payments on the Securities pursuant to its Subsidiary Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Subsidiary Guarantor) of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period and any Payment Blockage Periods initiated during such period shall have been is terminated (i) by written notice to Multicare or the Trustee and the Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Guarantor Senior Representative and Indebtedness has been repaid in full (or such payment has been duly provided for in a manner acceptable to the holders of such Designated Guarantor Senior Indebtedness). Notwithstanding the provisions described in the immediately preceding sentence (but subject to Section 1103(a)), unless the holders of such Designated Guarantor Designated Senior Indebtedness that have given notice or the Representative of a Non-payment Default at or such holders has accelerated the maturity of such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume making payments on the Securities pursuant to its Subsidiary Guarantee after the initiation end of such Payment Blockage Period, after which in the case of clause (x), (y) or (z), Multicare shall resume making any and all required payments in respect of the Notes including any missed payments. Notwithstanding any other provision of this Supplemental Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by Multicare or the Trustee of the notice referred to in clause (ii) of this paragraph (b) (the "Initial Blockage Period"). Not more than one Payment Blockage Period Notice (which may apply to all Subsidiary Guarantors) may be commenced given in any consecutive 360-day period, irrespective of the number of defaults with respect to the Notes Designated Guarantor Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of 360 consecutive days; provided that subject to the limitations set forth in the next sentence, the commencement any holders of a Payment Blockage Period by the representative of Designated Guarantor Designated Senior Indebtedness other than the Credit Facility shall not bar the commencement Bank Indebtedness, a Representative of another Payment Bank Indebtedness may give one additional Blockage Period by the representative for the Credit Facility Notice within such period period. In no event, however, may the total number of 360 consecutive days. Notwithstanding anything in this Supplemental Indenture to the contrary, there must be 180 days in any 360-day period in during which no Payment Blockage Period is in effect. No event of default (other than an event of default pursuant to the financial maintenance covenants under the Credit Facility) that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Guarantor Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Guarantor Designated Senior Indebtedness, whether or not within a period of aggregate during any 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysday period. (c) In the event that, notwithstanding the foregoing, Multicare or any of its Subsidiaries shall make, or the Trustee or any Holder shall receive, any payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section, then and in such event such payment shall be paid over and delivered forthwith to a Guarantor Senior Representative of the holders of the Guarantor Designated Senior Indebtedness.

Suspension of Payment When Guarantor Senior Indebtedness in Default. (a) Unless Section 3.02 shall be applicable, upon the occurrence of a Payment Default in respect of No Subsidiary Guarantor Designated Senior Indebtedness, then no payment or distribution of any assets of Multicare or any Subsidiary of Multicare of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare or on behalf of or out of the property of Multicare, or received by the Trustee or any Holder on account of may pay principal of, premium, if any, or interest on, the Notes or on account of the Securities pursuant to its Subsidiary Guarantee and may not otherwise pay any amount pursuant to such Subsidiary Guarantee to purchase, redemptionredeem or otherwise retire any Securities (collectively, defeasance “pay the Securities”) if: (whether under Section 8.02 i) any Guarantor Senior Indebtedness is not paid when due in cash or 8.03 Cash Equivalents; or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the Indenture) or other acquisition of or in respect of the Notes unless and until such Payment Default shall have default has been cured or waived and any such acceleration has been rescinded in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Designated Senior Indebtedness shall have been paid in full in cash, Cash Equivalents or in any other manner as acceptable to each holder of (B) such Guarantor Designated Senior Indebtedness, after which Multicare shall resume making any and all required payments in respect of the Notes, including any missed payments. (b) Unless Section 3.02 shall be applicable, upon (i) the occurrence of a Non-payment Default pursuant to which the maturity of the applicable Designated Senior Indebtedness may be accelerated in respect of Guarantor Designated Senior Indebtedness, either iimmediately or upon the giving of notice, the passage of time, or both, and (ii) receipt by the Trustee and Multicare from a Guarantor Senior Representative or the holder of any Guarantor Designated Senior Indebtedness of written notice of such occurrence, no payment (other than any payments made pursuant to Section 8.02 or 8.03 of the Indenture or from the money or proceeds of U.S. Government Securities held under the Escrow Agreement as provided in Section 10.01 of the Indenture) or distribution of any assets of Multicare or any Subsidiary of Multicare thereof of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare thereof or on behalf of or out of the property of Multicare or any Subsidiary of Multicare, or received by the Trustee or any Holder on account of any principal of, premium, if any, or interest on, the Notes (including payments under any guaranty thereof) or on account of the purchase, redemption or other acquisition of or in respect of Notes (including payments under any guaranty thereof) for a period ("Payment Blockage Period") commencing on the date of receipt by the Trustee of such notice until the earliest of (x) 179 days after receipt of such written notice by the Trustee (provided any Guarantor Designated Senior Indebtedness as to which notice was given shall theretofore have not been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Senior Indebtedness related thereto shall have has been paid in full in cash or Cash Equivalents Equivalents; provided, however, a Subsidiary Guarantor may make payments on the Securities pursuant to its Subsidiary Guarantee without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Guarantor Senior Indebtedness with respect to which either of the events set forth in clause (i) or (zii) above has occurred and is continuing. (b) During the date continuance of any default (other than a default described in clause (a) (i) or (a) (ii) above) with respect to any Designated Guarantor Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Subsidiary Guarantor may not make payments on the Securities pursuant to its Subsidiary Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Subsidiary Guarantor) of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period and any Payment Blockage Periods initiated during such period shall have been is terminated (i) by written notice to Multicare or the Trustee and the Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Guarantor Senior Representative and Indebtedness has been repaid in full (or such payment has been duly provided for in a manner acceptable to the holders of such Designated Guarantor Senior Indebtedness). Notwithstanding the provisions described in the immediately preceding sentence (but subject to Section 1103(a)), unless the holders of such Designated Guarantor Designated Senior Indebtedness that have given notice or the Representative of a Non-payment Default at or such holders has accelerated the maturity of such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume making payments on the Securities pursuant to its Subsidiary Guarantee after the initiation end of such Payment Blockage Period, after which in the case of clause (x), (y) or (z), Multicare shall resume making any and all required payments in respect of the Notes including any missed payments. Notwithstanding any other provision of this Supplemental Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by Multicare or the Trustee of the notice referred to in clause (ii) of this paragraph (b) (the "Initial Blockage Period"). Not more than one Payment Blockage Period Notice (which may apply to all Subsidiary Guarantors) may be commenced given in any consecutive 360-day period, irrespective of the number of defaults with respect to the Notes Designated Guarantor Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of 360 consecutive days; provided that subject to the limitations set forth in the next sentence, the commencement any holders of a Payment Blockage Period by the representative of Designated Guarantor Designated Senior Indebtedness other than the Credit Facility shall not bar the commencement Bank Indebtedness, a Representative of another Payment Bank Indebtedness may give one additional Blockage Period by the representative for the Credit Facility Notice within such period period. In no event, however, may the total number of 360 consecutive days. Notwithstanding anything in this Supplemental Indenture to the contrary, there must be 180 days in any 360-day period in during which no Payment Blockage Period is in effect. No event of default (other than an event of default pursuant to the financial maintenance covenants under the Credit Facility) that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Guarantor Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Guarantor Designated Senior Indebtedness, whether or not within a period of aggregate during any 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive daysday period. (c) In the event that, notwithstanding the foregoing, Multicare or any of its Subsidiaries shall make, or the Trustee or any Holder shall receive, any payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section, then and in such event such payment shall be paid over and delivered forthwith to a Guarantor Senior Representative of the holders of the Guarantor Designated Senior Indebtedness.

Suspension of Payment When Guarantor Senior Indebtedness in Default. (a) Unless Section 3.02 12.05 shall be applicable, upon after the occurrence of a Payment Default in respect of Guarantor Designated Senior Indebtedness, then no payment or distribution of any assets of Multicare or any Subsidiary of Multicare such Guarantor of any kind or character (excluding Multicare other than Permitted Junior NotesSecurities of such Guarantor) shall be made by Multicare or any Subsidiary of Multicare or on behalf of or out such Guarantor on account of the property of Multicare, or received by the Trustee or any Holder on account payment of principal of, premium, if any, or interest on, the Notes on any Securities or on account of the purchase, redemption, defeasance (whether under Section 8.02 or 8.03 of the Indenture) or other acquisition of the Securities or in respect any of the Notes obligations of such Guarantor under this Guarantee (other than payments previously made pursuant to Article Eight) unless and until such Payment Default shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Designated Senior Indebtedness as to which such Payment Default relates shall have been discharged or paid in full in cashcash or Cash Equivalents, Cash Equivalents or in any other manner as acceptable after which, subject to each holder of Section 12.05 (if applicable), such Guarantor Designated Senior Indebtedness, after which Multicare shall 107 99 resume making any and all required payments in respect of the Notesits obligations under this Guarantee, including any missed payments. (b) Unless Section 3.02 12.05 shall be applicable, upon (i) the occurrence of a Non-payment Default pursuant to which the maturity of the applicable Designated Senior Indebtedness may be accelerated during any Payment Blockage Period in respect of Guarantor Designated Senior Indebtedness, either iimmediately or upon the giving of notice, the passage of time, or both, and (ii) receipt by the Trustee and Multicare from a Guarantor Senior Representative or the holder of any Guarantor Designated Senior Indebtedness of written notice of such occurrenceSecurities, no payment (other than any payments made pursuant to Section 8.02 or 8.03 of the Indenture or from the money or proceeds of U.S. Government Securities held under the Escrow Agreement as provided in Section 10.01 of the Indenture) or distribution of any assets of Multicare or any Subsidiary of Multicare thereof a Guarantor of any kind or character (excluding Multicare Permitted Junior Notes) shall be made by Multicare or any Subsidiary of Multicare thereof or on behalf of or out of the property of Multicare or any Subsidiary of Multicare, or received by the Trustee or any Holder a Guarantor on account of any the payment of principal of, premium, if any, or interest on, the Notes (including payments under on any guaranty thereof) Securities or on account of the purchase, redemption redemption, defeasance or other acquisition of any Securities or in respect this Guarantee or on account of Notes (including payments under any guaranty thereof) for a period ("Payment Blockage Period") commencing on of the date of receipt by the Trustee other obligations of such notice until Guarantor under this Guarantee; provided, however, that the earliest of (x) 179 days after receipt of such written notice by the Trustee (provided any Guarantor Designated Senior Indebtedness as to which notice was given foregoing prohibition shall theretofore have not been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived in writing by the holders of the Guarantor Designated Senior Indebtedness or shall have ceased to exist or the Guarantor Senior Indebtedness related thereto shall have been paid in full in cash or Cash Equivalents or (z) the date apply unless such Payment Blockage Period and any Payment Blockage Periods initiated during such period shall have has been terminated instituted under Section 10.03(b) by written notice to Multicare or the Trustee from the Guarantor a Senior Representative and the acting for holders of the Guarantor Designated Senior Indebtedness that have given notice of a Non-payment Default at or after the initiation who also hold Guarantor Senior Indebtedness in respect of such Designated Senior Indebtedness. Upon the termination of any Payment Blockage Period, after which in the case of clause subject to Section 12.05 (xif applicable), (y) or (z), Multicare such Guarantor shall resume making any and all required payments in respect of the Notes its obligations under this Guarantee, including any missed payments. Notwithstanding payments (except where the provisions of Section 12.06(a) are then applicable in respect of any other provision Guarantor Senior Indebtedness or where payment is otherwise not permitted under the terms of this Supplemental Indenture, in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by Multicare or the Trustee of the notice referred to in clause (ii) of this paragraph (b) (the "Initial Blockage Period"). Not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days; provided that subject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representative of Guarantor Designated Senior Indebtedness other than the Credit Facility shall not bar the commencement of another Payment Blockage Period by the representative for the Credit Facility within such period of 360 consecutive days. Notwithstanding anything in this Supplemental Indenture to the contrary, there must be 180 days in any 360-day period in which no Payment Blockage Period is in effect. No event of default (other than an event of default pursuant to the financial maintenance covenants under the Credit Facility) that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Payment Blockage Period with respect to the Guarantor Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (c) In the event of the acceleration of the maturity of the Securities, the holders of all Guarantor Senior Indebtedness of such Guarantor will first be entitled to receive payment in full of all amounts due thereon before the holders of the Securities will be entitled to receive any payment by or on behalf of such Guarantor (excluding Permitted Junior Securities of such Guarantor) on account of its Guarantee. (d) In the event that, notwithstanding the foregoing, Multicare or any of its Subsidiaries shall make, or the Trustee or the Holder of any Holder Security shall receive, have received any payment to the Trustee or any Holder from a Guarantor prohibited by the foregoing provisions of this SectionSection 12.06, then and in such event such payment shall be paid over and delivered forthwith to a Guarantor Senior Representative of the holders of Guarantor Senior Indebtedness or their representatives, or as a court of competent jurisdiction shall direct for application to the payment of any due and unpaid Guarantor Designated Senior Indebtedness, to the extent necessary to pay all such due and unpaid Guarantor Senior Indebtedness in cash or Cash Equivalents, after giving effect to any concurrent payment to or for the holders of Guarantor Senior Indebtedness.