Common use of Maintenance of Dominion Account Clause in Contracts

Maintenance of Dominion Account. Each Borrower shall maintain ------------------------------- a Dominion Account acceptable to Agent with such bank or banks as may be selected by such Borrower and be acceptable to Agent; provided, however, that -------- ------- the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. As of the Closing Date, and at all times prior to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for any such arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5.

Maintenance of Dominion Account. Each Borrower deposit account (other than Excluded Deposit Accounts, unless otherwise requested by the Administrative Agent) which receives any proceeds of Collateral shall maintain ------------------------------- a Dominion Account be maintained by Borrowers pursuant to lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with Bank or such bank or other banks as may be selected by such Borrower Borrowers and be acceptable to Agent; providedAdministrative Agent (each bank maintaining a Collection Account, howevera “Collection Bank” and collectively, that -------- ------- the “Collection Banks”). All such blocked account arrangements shall provide for “control” (within the meaning of the Uniform Commercial Code), and in the event a Dominion Event occurs and is continuing, sole dominion by Administrative Agent over all cash or other assets deposited into such accounts. In addition, Borrowers shall maintain one or more Dominion Accounts. Upon the occurrence of a Dominion Event, Administrative Agent shall be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank and to transfer on a daily basis (or less frequently as Administrative Agent may specify) all funds collected in such Collection Account to the Dominion Accounts (each such notice, a “Dominion Notice”). On or prior to the date hereof, Borrowers shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of Restoration shall only the Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each such control agreement to be utilized, if Agent so elects in its reasonable credit judgment, form and substance acceptable to Administrative Agent. After the occurrence and during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. As of the Closing Date, and at all times prior to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until releasedEvent, all funds deposited in any Collection Account and/or transferred to the Restoration Dominion Account shall immediately become the property of Administrative Agent, for the account ratable benefit of Lenders, and Restoration Borrowers shall obtain the agreement by such bank or banks each Collection Bank in favor of Agent, for the benefit of Administrative Agent and Lenders, to waive any offset rights against recoupment, setoff rights, and any security interest in, or against, the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Administrative Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementlockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect If Administrative Agent has delivered a Dominion Notice to any Collection Bank and, at any time after the effective date of such Dominion Notice, Availability for each day during any three consecutive fiscal months of Holdings equals or exceeds $45,000,000, no Event of Default has occurred during such three consecutive fiscal month period and no Default shall act as have occurred and be continuing on the last day of such three month period, then Administrative Agent agrees to rescind such Dominion Notice. Upon a cure thereof for purposes subsequent occurrence of a Dominion Event, Administrative Agent’s rights under this subsection 6.2.56.2.4, including without limitation, its right to deliver Dominion Notices pursuant to this Section, shall be reinstated.

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Borrower Blocked Account Agreement shall maintain ------------------------------- a provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent's account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time or Availability is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default or that Availability has been less than the Closing DateCovenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, and further that Agent's exclusive control shall be rescinded at all times prior to the use such time no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing and Availability equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account Agent shall immediately become the property have no obligation to deliver a Notice of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Exclusive Control. Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5.

Maintenance of Dominion Account. Each Consistent with Medicare and Medicaid regulations, Borrower shall maintain ------------------------------- a Dominion Account Account(s) pursuant to arrangements reasonably acceptable to Agent with such bank or banks bank(s) as may be selected by such Borrower and be acceptable to Agent; provided. If at any time, howeverthere exists less than Sixty Million Dollars ($60,000,000.00) in Availability and/or the principal balance of the Loans exceeds Thirty Five Million Dollars ($35,000,000.00) (a "Triggering Event"), Agent shall have the right, which right shall be exercised in accordance with Medicare and Medicaid regulations, to give notice (a "Trigger Effectiveness Notice") to any Concentration Bank(s) that -------- ------- the funds of the Borrower in any Concentration Account(s) shall thereafter be swept daily from such accounts into the Dominion Account of Restoration Account(s). Borrower shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, subject to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall and consistent with Medicare and Medicaid regulations issue to any Concentration Bank(s) an irrevocable letter of instruction directing such Concentration Bank(s) to act in accordance with such notice from Agent, and Borrower shall also issue to any bank or banks at which the Dominion Account(s) is maintained an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. As of the Closing Date, and at all times prior to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement received by such bank or banks in favor of Agent, for to the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account Account(s) for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall automatically be applied to the Obligations as of the date good funds are deposited in the Dominion Account, provided that such good funds are deposited in the Dominion Account by 12:00 noon, Eastern time, or, if such good funds are deposited in the Dominion Account after 12:00 noon, Eastern time, on the following Business Day. Agent shall have this right upon both the initial and any subsequent occurrence of a Triggering Event. Except with respect to Government Accounts, all funds deposited in the Dominion Account shall immediately become the property of Agent, for the account ratable benefit of Lenders, and Michael's Borrower shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to If at any time after the occurrence of a Triggering Event, Availability of more than Sixty Million Dollars ($60,000,000.00) shall exist and the principal balance of the Loans shall be less than Thirty-Five Million Dollars ($35,000,000.00), and provided that no Event of Default has occurred and remains outstanding, Borrower may request that Agent issue instructions (a "Trigger Rescission Notice") to any Concentration Bank(s) to cease the daily sweep of Borrower's funds, and Agent shall act issue such instructions to such Concentration Bank(s). The time period beginning on the date upon which Agent shall issue a Trigger Effectiveness Notice and ending on the date upon which Agent shall issue a Trigger Rescission Notice shall be known as a cure thereof for purposes of this subsection 6.2.5"Dominion Triggered Period."

Maintenance of Dominion Account. Each Borrower shall ------------------------------- maintain ------------------------------- a Dominion Account acceptable to Agent with such bank or banks as may be selected by such Borrower and be acceptable to Agent; provided, however, that -------- ------- the Dominion Account of Restoration Borrowers shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration Each of the Borrowers shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. As of the Closing Date, and at At all times prior to the use of the Dominion Account of RestorationBorrowers, Restoration Borrowers shall have control over its their cash, but the Borrowers agree that at all times they shall ensure that all cash (including all proceeds of any Accounts) of the Borrowers and their Subsidiaries shall be maintained at an account or accounts subject to the foregoing letter of instruction and that all Accounts and Inventory proceeds shall be deposited in such accounts directly or promptly following receipt by the Borrowers or any of their Subsidiaries. Once in effect (if ever), until released, all funds deposited in the Restoration Borrowers' Dominion Account Accounts shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's Borrowers shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for any such arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5." 19. The provisions of Section 7.1.10 of the Loan Agreement are amended in full to read as follows:

Maintenance of Dominion Account. Each Borrower Borrowers shall maintain ------------------------------- a the Deposit Accounts listed on Schedule 5.1 as Dominion Accounts pursuant to Blocked Account Agreements. Each Blocked Account Agreement shall provide that the applicable bank shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a “Notice of Exclusive Control”) from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent’s account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless (i) a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time or (ii) Availability falls below $15,000,000, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity the basis for delivery thereof (i.e., either that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default or that Availability has fallen below $15,000,000); provided that the Closing Datefailure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, further that Agent’s exclusive control shall be rescinded at such time as (A) Availability is equal to or greater than $15,000,000 (determined using the most recent Borrowing Base Certificate delivered by Borrower Representative, either at the time required by subsection 8.1.4 hereof or voluntarily at any time for this purpose) and at all times prior to the use (B) no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing, in each case for a period of 30 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5.

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Borrower Blocked Account Agreement shall maintain ------------------------------- a provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent's account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time or Liquidity is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default or that Liquidity has been less than the Closing DateCovenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, and further that Agent's exclusive control shall be rescinded at all times prior to the use such time no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing and Liquidity equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account Agent shall immediately become the property have no obligation to deliver a Notice of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Exclusive Control. Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5.

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Borrower Blocked Account Agreement shall maintain ------------------------------- a provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent's account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time or the Applicable Trigger is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default or that the Closing DateApplicable Trigger has been less than the Covenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, and further that Agent's exclusive control shall be rescinded at all times prior to the use such time no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing and the Applicable Trigger equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account Agent shall immediately become the property have no obligation to deliver a Notice of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Exclusive Control. Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect . (d) Section 8.1.4 of the Loan Agreement is hereby amended and restated in its entirety to any Event of Default shall act read as a cure thereof for purposes of this subsection 6.2.5.follows:

Maintenance of Dominion Account. Each Borrower Co-Borrowers shall maintain ------------------------------- a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (or such other bank or banks as may be selected by such Borrower and be is acceptable to Agent; provided, however, that -------- ------- the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Defaultdiscretion); provided, that, if provided that such Event of Default blocked account arrangements shall be cured Agent shall be -------- entitled, provide for control and springing dominion over Co-Borrowers’ cash deposited into all deposit accounts in the exercise of its reasonable credit judgmentevent (i) Availability at any time is less than $40,000,000, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that (ii) an Event of Default has occurred and is then continuing continuing, (iii) the outstanding principal balance of Revolving Credit Loans is $25,000,000 or more or (iv) average Availability for the most recently ended 60 days is less than $50,000,000 (the occurrence of any of the events listed in (i), (ii), (iii) or (iv), a “Dominion Event”). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or such other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Each Co-Borrower shall issue to Bank (or during such 60 day period)other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Co-Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to deposit transfer all payments or other remittances to its received in the Dominion Account to Agent’s account for application on account of the ObligationsObligations as provided in subsection 3.2.1 and Section 3.4. As Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the Closing Date, occurrence and at all times prior to during the use continuance of the a Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until releasedEvent, all funds deposited in the Restoration any Dominion Account shall immediately become the property of Agent, for the account ratable benefit of Lenders, and Restoration Co-Borrowers shall obtain the agreement by Bank (or such bank or banks other bank) in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against recoupment, set-off rights, and any security interest in, or against, the funds so depositeddeposited (other than for customary items, such as returned items and reasonable bank charges). Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementlockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver If Agent has notified Co-Borrowers, Bank or forbearance with respect the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent’s account and, at any time [150] days or more after the effective date of such notice, (i) average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th day, equals or exceeds $50,000,000, (ii) no Event of Default has occurred and is continuing, (iii) Availability at all times during such period exceeds $40,000,000 and (iv) the outstanding principal balance of Revolving Credit Loans does not exceed $25,000,000, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent’s account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall act as a cure thereof have the right to re-notify Bank or such banks to make daily transfers to the Agent’s account for purposes of this subsection 6.2.5application to the Obligations.”

Maintenance of Dominion Account. Each Borrower Within ninety (90) days (or such later date as the Agent may agree in its reasonable discretion) of the Closing Date (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened by a Loan Party following the Closing Date, within sixty (60) days (or such later date as the Agent may agree in its reasonable discretion) after the date such Loan Party notifies the Agent of the opening of such Deposit Account or the date any Person becomes a Loan Party hereunder), (i) each Loan Party shall maintain ------------------------------- cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Dominion Deposit Account acceptable to Agent with Control Agreement that provides for such bank or banks as may be selected other depository institution to transfer to a Dominion Account, on a daily basis, all balances in each Deposit Account (other than any Excluded Deposit Account maintained by any Loan Party with such depository institution) for application to the Obligations then outstanding following the receipt by such Borrower and be acceptable bank or other depository institution of a Liquidity Notice (it being understood that the Agent shall reasonably promptly deliver a copy of such Liquidity Notice to Agent; providedthe Lead Borrower), however, that -------- ------- (ii) the Borrowers shall establish the Dominion Account and obtain an agreement (in form reasonably satisfactory to the Agent) from the Dominion Account bank, establishing the Agent’s control over and Lien in the Dominion Account, which may be exercised by the Agent during any Liquidity Period, requiring immediate deposit of Restoration all remittances received to a Dominion Account, (iii) each Loan Party irrevocably appoints the Agent as such Loan Party’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made and (iv) each Loan Party shall only (A) take reasonable steps to ensure that each Account Debtor will make all payments with respect to ABL Priority Collateral into Deposit Accounts subject to Deposit Account Control Agreements, or (B) promptly, and in any event within one Business Day, deposit or cause to be utilizeddeposited any such payments into Deposit Accounts subject to Deposit Account Control Agreements (it being understood that, if Agent so elects in its reasonable credit judgment, except upon the occurrence and during the continuance of an Event of Default; provided, that, if such it shall not be a Default or Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to if any such bank or banks payments are deposited in an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing Excluded Deposit Account pursuant to clause (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account iv) of the Obligationsdefinition thereof). As of The Agent and the Closing Date, and at all times prior Lenders assume no responsibility to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility Borrowers for any such arrangementlockbox arrangement or Dominion Account, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits any check, draft or other item of payment payable to a Borrower (including those constituting proceeds of Collateral) accepted by any bank or banks thereunder. No waiver or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5bank.

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Borrower Blocked Account Agreement shall maintain ------------------------------- a provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent's account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time Availability is less than the Covenant Trigger Amount at any time, and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default or that Availability has been less than the Closing DateCovenant Trigger Amount; provided that the failure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, and further that Agent's exclusive control shall be rescinded at all times prior to the use such time no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing and Availability equals or exceeds the Covenant Trigger Amount for 60 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account Agent shall immediately become the property have no obligation to deliver a Notice of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Exclusive Control. Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver or forbearance with respect . (c) Section 8.1.4 of the Loan Agreement is hereby amended and restated in its entirety to any Event of Default shall act read as a cure thereof for purposes of this subsection 6.2.5.follows:

Maintenance of Dominion Account. Borrowers shall establish Deposit Accounts with Xxxxx Fargo, subject to Blocked Account Agreements (each such Deposit Account subject to a Blocked Account Agreement, a "Dominion Account"). Each Borrower Blocked Account Agreement shall maintain ------------------------------- a provide that Xxxxx Fargo shall comply with instructions originated by Agent directing disposition of the funds in the applicable Dominion Account acceptable to Agent with or Accounts without further consent by the applicable Borrower, and that, following receipt by it of a notice of exclusive control (a "Notice of Exclusive Control") from Agent, (a) such bank shall not permit any funds or banks as may other assets to be selected transferred or withdrawn by any Borrower from such Dominion Account or Accounts, (b) such bank shall only comply with the instructions of Agent and no longer comply with instructions of any Borrower in respect of such Dominion Account or Accounts, and be acceptable to Agent; provided, however, that -------- ------- (c) such bank shall transfer all payments or other remittances received in the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, in the exercise of its reasonable credit judgment, or Accounts to maintain such Agent's account for up to 60 days following such cureapplication on account of the Obligations as provided in subsection 3.2.1 and Section 3.4. Agent agrees that (x) it shall at all times have not deliver a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank Notice of Exclusive Control unless a Default or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing at the time and (y) it shall provide Borrower Representative with prompt notice of its delivery of a Notice of Exclusive Control, which notice shall include a statement specifying with particularity that a Default or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account Event of Default has occurred and is continuing and the nature of the Obligations. As Default or Event of Default; provided that the Closing Datefailure of Agent to deliver such notice to Borrowers shall not in any manner affect the validity and enforceability of any Notice of Exclusive Control; and provided, and further that Agent's exclusive control shall be rescinded at all times prior to the use such time no Default or Event of the Dominion Account of Restoration, Restoration Default shall have control over its cashoccurred and be continuing for a period of 30 consecutive days. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account Agent shall immediately become the property have no obligation to deliver a Notice of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Exclusive Control. Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementblocked account arrangements, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver Borrower shall close all of (i) the Deposit Accounts listed on Schedule 6.2.3(i) (the "Existing Collection Accounts") on or forbearance with respect to any Event of Default shall act as a cure thereof for purposes of this subsection 6.2.5before September 30, 2010 and (ii) the Deposit Accounts listed on Schedule 6.2.3(ii) (the "Existing Disbursement Accounts") on or before February 16, 2011.

Maintenance of Dominion Account. Each Borrower Borrowers shall maintain ------------------------------- a Dominion Account or Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank (or such other bank or banks as may be selected by such Borrower and be is acceptable to Agent; provided, however, that -------- ------- the Dominion Account of Restoration shall only be utilized, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Defaultdiscretion); provided, that, if provided that such Event of Default blocked account arrangements shall be cured Agent shall be -------- entitled, provide for control and springing dominion over Borrowers' cash deposited into all deposit accounts in the exercise of its reasonable credit judgment, to maintain such account for up to 60 days following such cure. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue to any such bank event (i) Availability is less than $25,000,000 or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that (ii) an Event of Default has occurred and is then continuing (a "Dominion Event"). Upon the occurrence of a Dominion Event, Agent shall be entitled to deliver notice to Bank or during such 60 day period)other bank that Bank or such other bank shall comply with the instructions of Agent in such Dominion Account or Accounts. Agent shall deliver a copy of any such notice to Borrowers at or about the same time as Agent delivers such notice to Bank or any such other bank. Borrowers shall issue to Bank (or such other bank as is acceptable to Agent in its discretion) an irrevocable letter of instruction (which Borrowers will cause Bank (or such other bank as is acceptable to Agent in its discretion) to agree to) directing Bank (or such other bank as is acceptable to Agent in its discretion) upon receipt of written instructions from Agent, to deposit transfer all payments or other remittances to its received in the Dominion Account to Agent's account for application on account of the ObligationsObligations as provided in subsection 3.2.1 and Section 3.4. As Agent hereby agrees that it shall not deliver such letter of instruction unless a Dominion Event has occurred and is continuing. After the Closing Date, occurrence and at all times prior to during the use continuance of the a Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until releasedEvent, all funds deposited in the Restoration any Dominion Account shall immediately become the property of Agent, for the account ratable benefit of Lenders, and Restoration Borrowers shall obtain the agreement by Bank (or such bank or banks other bank) in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against recoupment, set-off rights, and any security interest in, or against, the funds so depositeddeposited (other than for customary items, such as returned items and reasonable bank charges). Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any no responsibility for any such arrangementlockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank or banks thereunder. No waiver If Agent has notified Borrower, Bank or forbearance with respect the applicable banks that a Dominion Event has occurred and has directed such banks to make daily transfer of payments or other remittances received in the Dominion Account to Agent's account and, at any time 150 days (60 days if the Dominion Event is triggered by an Event of Default) or more after the effective date of such notice, average Availability for any 60 consecutive day period, ending on a day that is on or after such 150th (or 60th day, if applicable) day, equals or exceeds $25,000,000 and no Event of Default has occurred and is continuing, then Agent agrees to rescind its notice to Bank or the applicable banks directing Bank or such banks to make daily transfers of all payments and other remittances received in the Dominion Account to Agent's account for application to the Obligations. Upon a subsequent occurrence of a Dominion Event, Agent shall act as a cure thereof have the right to renotify Bank or such banks to make daily transfers to the Agent's account for purposes of this subsection 6.2.5application to the Obligations.

Maintenance of Dominion Account. Each Borrower Borrowers shall maintain ------------------------------- a Dominion Account acceptable Accounts pursuant to Agent with such bank lockbox or banks as may be selected by such Borrower and be other arrangements reasonably acceptable to Agent; provided. Subject to Section 6.3(a) hereof, however, that -------- ------- the Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to Agent) from each lockbox servicer and Dominion Account of Restoration shall only be utilizedbank, if Agent so elects in its reasonable credit judgment, during the continuance of an Event of Default; provided, that, if such Event of Default shall be cured Agent shall be -------- entitled, establishing Agent’s control over and Lien in the exercise lockbox or Dominion Account (which may be exercised by Agent only during a Cash Dominion Trigger Period) requiring immediate deposit of its reasonable credit judgmentall remittances received in the lockbox to a Dominion Account, to maintain and waiving offset rights of such account servicer or bank, except for up to 60 days following such curecustomary administrative charges. Agent shall at all times have a perfected security interest in such Dominion Accounts. Restoration shall issue and Lenders assume no responsibility to any such bank or banks an irrevocable letter of instruction directing such bank or banks, upon notice from Agent that an Event of Default has occurred and is then continuing (or during such 60 day period), to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. As of the Closing Date, and at all times prior to the use of the Dominion Account of Restoration, Restoration shall have control over its cash. Once in effect (if ever), until released, all funds deposited in the Restoration Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Restoration shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Michael's shall issue to any such bank or banks an irrevocable letter of instruction directing such bank or banks to deposit all payments or other remittances to its Dominion Account for application on account of the Obligations. All funds deposited in the Michael's Dominion Account shall immediately become the property of Agent, for the account of Lenders, and Michael's shall obtain the agreement by such bank or banks in favor of Agent, for the benefit of Agent and Lenders, to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility Borrowers for any such arrangementlockbox arrangement or Dominion Account, including, without limitation, including any claim of accord and satisfaction or release with respect to deposits any Payment Items accepted by any bank bank. So long as no Cash Dominion Trigger Period is in effect, the Borrowers may direct, and shall have sole control over, the manner of funds in their respective Dominion Accounts. Notwithstanding the foregoing, the requirements set forth in this Section 8.2.4 shall not apply to (i) any deposit account the funds in which are used solely for the payment of salaries and wages, workers’ compensation and similar expenses (including payroll taxes) in the Ordinary Course of Business, (ii) any Deposit Account that is a zero-balance disbursement account, (iii) any Deposit Account the funds in which consist solely of payroll, trust and tax withholding accounts funded in the Ordinary Course of Business and required by Applicable Law, (iv) any Deposit Account the funds in which consist solely of xxxx xxxxxxx money deposits or banks thereunder. No waiver funds deposited under escrow or forbearance similar arrangements in connection with any letter of intent or purchase agreement for an Acquisition or any other transaction, in each case, permitted hereunder and (v) any Deposit Account established by a Borrower with amounts on deposit that do not exceed at any time (A) $500,000, when aggregated with the amounts on deposit in all other Deposit Accounts that are subject to this clause (v), or (B) $100,000, individually (or, with respect to any Event deposits denominated in a currency other than Dollars, the Dollar Equivalents of Default shall act as a cure thereof for purposes of this subsection 6.2.5such amounts) (each such account described in clauses (i) through (v), an “Excluded Account”).