Lien Searches. Copies of Uniform Commercial Code and state search reports listing all effective financing statements filed and other Liens of record against any Loan Party, with copies of any financing statements and applicable searches of the records of the U.S. Patent and Trademark Office and the U.S. Copyright Office performed with respect to each Loan Party, all in each U.S. jurisdiction reasonably determined by Agent.

Lien Releases. Purchaser shall have received evidence in form satisfactory to Purchaser of the release of all Liens listed on [Schedule 5.3(j)];

Lien Searches. On or prior to the Closing Date, the Initial Purchasers shall have received the results of lien searches in each jurisdiction where the Security Documents contemplate creation of a first priority lien, conducted by a lien search service reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall be satisfied that no material liens are outstanding on the Collateral, other than any such liens # which are set forth in the General Disclosure Package (and, for the avoidance of doubt, set forth in or otherwise permitted or contemplated by the Indenture or any Security Document) or # as to which the Initial Purchasers have received documentation reasonably satisfactory to it evidencing the termination of such liens.

Lien Searches. The Agent shall have received the results of a recent lien search in each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such search shall reveal no liens on any of the assets of the Loan Party, except for Liens permitted by Section 7.01 or liens to be discharged (or requiring estoppel letters) on or prior to the Closing Date.

Lien Searches. The Administrative Agent shall have received the results of recent lien, judgment and litigation searches in each of the jurisdictions reasonably required by the Administrative Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3.

If Liens other than Permitted Liens exist, Borrowers immediately shall take, execute and deliver all actions, documents and instruments necessary to release and terminate such Liens.

Lien Priority. Except as the result of the action or inaction of the Collateral Agent or the Lenders, 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 arising as a matter of applicable law.

“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.