Lien Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of each Loan Party reasonably requested by the Administrative Agent, and each jurisdiction reasonably requested by the Administrative Agent where assets of the Loan Parties, or such Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except as permitted by [Section 6.02].

Equitable Lien. If any Note Party or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Purchasers to the creation or assumption of any such Lien not otherwise permitted hereby.

Lien Searches. Copies of UCC, judgment lien, tax lien and litigation lien search reports, which reports will be dated a recent date reasonably acceptable to the Administrative Agent, listing all effective financing statements that name any Loan Party as debtor and that are filed in the jurisdictions in which the UCC-1 financing statements will be filed in respect of the Collateral, none of which shall cover the Collateral except to the extent evidencing Permitted Liens.

Lien Searches. The Collateral Agent shall have received customary lien and judgment searches requested by it at least 30 calendar days prior to the Closing Date.

No Lien. Borrower shall not create, incur, assume or permit any assignment, lien, pledge or other encumbrance upon the Property, any of the collateral described in this Agreement or any of the Loan Documents, or any interest or equity therein, other than to Lender and other than tax liens that are being contested in good faith and in such a manner as not jeopardize the Lender’s collateral position, without Lender’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed and upon having escrowed with Lender the amount being contested in said tax lien protest.

Lien Priority. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement.

Lien Searches. With respect to the property owned or leased by such Domestic Subsidiary, the Borrowers shall have caused to be delivered to the Administrative Agent # the results of Uniform Commercial Code lien searches, satisfactory to the Administrative Agent, # the results of federal and state tax lien and judicial lien searches and pending litigation and bankruptcy searches, in each case satisfactory to the Administrative Agent, and # Uniform Commercial Code termination statements reflecting termination of (or, if agreed to by the Administration Agent, amendments of) all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to [Section 5.9] hereof.

“First Out Attachment Ratio”: With respect to any Eligible Loan as of any date of determination, an amount equal to the Net Senior Leverage Ratio with respect to all or any portion of such Eligible Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (excluding any First Lien Last Out Loan or other first lien last out Indebtedness within the capital structure).

Bank consents to the existing Indebtedness currently owing by Target owing to Opus Bank that will remain outstanding following the [[Unknown Identifier]] Closing Date and the Lien on Target’s assets in favor of Opus Bank securing such Indebtedness, and such Indebtedness constitutes “Permitted Indebtedness” under the Loan Agreement and such Lien constitutes a “Permitted Lien” under the Loan Agreement, provided that # Parent does not assume or otherwise become liable for any obligations (contingent or otherwise) with respect to such Indebtedness owing by Target, # the consummation of Parent’s acquisition of Target does not constitute an event of default under the loan documents with Target’s loan documents with Opus Bank and # such Indebtedness is repaid in full and such Lien is terminated (and Bank receives evidence satisfactory to Bank of such repayment and termination) within five (5) Business Days of the [[Unknown Identifier]] Closing Date.

Deposit Account Control Agreement (Access Restricted Immediately – Two Secured Parties[[Borrower:Organization]], dated as of June 4, 2013 (as amended, restated, supplemented and/or otherwise modified from time to time[[Borrower:Organization]], among Michaels Stores, Inc., Aaron Brothers, Inc., Wells Fargo Bank, National Association, as the First Lien Agent, Deutsche Bank AG New York Branch, as the Second Lien Agent, and Wells Fargo Bank, National Association, as depositary.