ABL Security Agreement, dated as of July 6, 2007, among Dollar General Corporation
      and certain domestic subsidiaries of Dollar General Corporation, as Grantors,
      and The CIT Group/Business Credit, Inc., as ABL Collateral Agent.


     

    EXHIBIT
      4.7


    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT dated as of July 6, 2007, among Dollar General Corporation,
      a
      Tennessee corporation (the “Parent
      Borrower”),
      each
      of the Subsidiaries of the Parent Borrower party to the Credit Agreement (as
      defined below) (each such subsidiary, a “Subsidiary
      Borrower”;
      together with the Parent Borrower, the “Borrowers”)
      and
      each of the subsidiaries of the Parent Borrower that becomes a party hereto
      pursuant to Section 8.13 (each such entity being a “Subsidiary
      Grantor”
and,
      collectively, the “Subsidiary
      Grantors”;
      the
      Subsidiary Grantors, the Parent Borrower and the Subsidiary Borrowers are
      referred to collectively as the “Grantors”),
      and
      The CIT Group/Business Credit Inc. (“CIT”),
      as
      Collateral Agent (in such capacity, the “Collateral
      Agent”)
      under
      the Credit Agreement for the benefit of the Secured Parties.

     

    W I T N E S S E T H
      :

     

    WHEREAS,
      reference is made to that certain ABL Credit Agreement, dated as of the date
      hereof, (as the same may be amended, restated, supplemented or otherwise
      modified, refinanced or replaced from time to time, the “Credit
      Agreement”)
      among
      the Parent Borrower, the Subsidiary Borrowers, the lenders or other financial
      institutions or entities from time to time party thereto (the “Lenders”),
      and
      CIT, as Administrative Agent and Collateral Agent; 

     

    WHEREAS,
      (a) pursuant to the Credit Agreement, among other things, the Lenders have
      severally agreed to make Loans to the Borrowers and the Letter of Credit Issuer
      has agreed to issue Letters of Credit for the account of the Borrowers or the
      Restricted Subsidiaries upon the terms and subject to the conditions set forth
      therein and (b) one or more Cash Management Banks or Hedge Banks may from time
      to time enter into Secured Cash Management Agreements or Secured Hedge
      Agreements with the Borrowers and/or its Subsidiaries;

     

    WHEREAS,
      pursuant to the Credit Agreement, each Borrower is jointly and severally liable
      under the Credit Agreement for all Obligations, regardless of the manner or
      amount in which proceeds of Loans are used, allocated, shared or disbursed
      by or
      among the Borrowers themselves, or the manner in which an Agent and/or any
      Lender accounts for such Loans or other extensions of credit on its books and
      records;

     

    WHEREAS,
      each Subsidiary Grantor that is not a Borrower is a Guarantor;

     

    WHEREAS,
      the proceeds of the Loans and the Letters of Credit will be used in part to
      enable the Borrowers to make valuable transfers to any Grantors in connection
      with the operation of their respective businesses;

     

    WHEREAS,
      each Grantor acknowledges that it will derive substantial direct and indirect
      benefit from the making of the Loans and the issuance of Letters of Credit;
      and

     

    WHEREAS,
      it is a condition precedent to the obligation of the Lenders to make the Loans
      to the Borrowers under the Credit Agreement that the Grantors shall have
      executed and delivered this Security Agreement to the Collateral Agent for
      the
      ratable benefit of the Secured Parties;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, in consideration of the premises and to induce the Administrative
      Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders to
      enter into the Credit Agreement and the Letter of Credit Issuer to issue Letters
      of Credit under the Credit Agreement, to induce the Lenders to make the Loans
      to
      the Borrowers under the Credit Agreement and to induce one or more Lenders
      or
      affiliates of Lenders to enter into Secured Cash Management Agreements and
      Secured Hedge Agreements with the Borrowers and/or their respective
      Subsidiaries, the Grantors hereby agree with the Collateral Agent, for the
      benefit of the Secured Parties, as follows:

     

    1.  Defined
      Terms.

     

    (a)  Unless
      otherwise defined herein, terms defined in the Credit Agreement and used herein
      shall have the meanings given to them in the Credit Agreement.

     

    (b)  Terms
      used herein without definition that are defined in the UCC have the meanings
      given to them in the UCC, and if defined in more than one article of the UCC
      shall have the meanings set forth in Article 9 thereof, including the following
      terms (which are capitalized herein): Chattel Paper, Commodity Contract, Deposit
      Accounts, Documents, Instruments, Inventory, Letter-of-Credit Right, Securities
      Account, Security Entitlement, Supporting Obligation and Tangible Chattel
      Paper.

     

    (c)  The
      following terms shall have the following meanings:

     

    “Accounts”
means
      all now present and future “accounts” and “payment intangibles” (in each case,
      as defined in Article 9 of the UCC). 

     

    “Capital
      Stock Collateral”
means:
      

     

    (1) all
      of
      the Stock and Stock Equivalents in the Parent Borrower’s Domestic Subsidiaries;


     

    (2) 65%
      of
      the Stock and Stock Equivalents in the Subsidiaries that are not Domestic
      Subsidiaries but which are directly owned by any of the Borrowers or any
      Domestic Subsidiary thereof;

     

    (3) Records,
      “supporting obligations” (as defined in Article 9 of the UCC) and related
      Letters of Credit, commercial tort claims or other claims and causes of action,
      in each case, to the extent related primarily to the foregoing; and

     

    (4) substitutions,
      replacements, accessions, products and proceeds (including, without limitation,
      insurance proceeds, licenses, royalties, income, payments, claims, damages
      and
      proceeds of suit) of any or all of the foregoing.

     

    Notwithstanding
      the foregoing, “Capital Stock Collateral” shall not include (x) Excluded
      Stock and Stock Equivalents, (y) any Stock and Stock Equivalents issued by
      any
      Subsidiary for so long as such Subsidiary does not (on a consolidated basis
      with
      its Restricted Subsidiaries) have property, plant and equipment with a book
      value in excess of $5,000,000 or a contribution to Consolidated EBITDA for
      any
      four fiscal quarter period that includes any date on 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
or
        after
        the Closing Date in excess of $10,000,000 and (z) any Stock and Stock
        Equivalents issued by ARIC.

    

     

    “Collateral”
shall
      have the meaning provided in Section 2.

     

    “Collateral
      Account”
shall
      mean any collateral account established by the Collateral Agent as provided
      in
      Section 5.1 or Section 5.3.

     

    “Collateral
      Agent”
shall
      have the meaning provided in the preamble to this Security
      Agreement.

     

    “Control”
shall
      mean “control,” as such term is defined in Section 9-104 or 9-106, as
      applicable, of the UCC.

     

    “Copyright
      License”
shall
      mean any written agreement, now or hereafter in effect, granting any right
      to
      any third party under any copyright now or hereafter owned by any Grantor
      (including all Copyrights) or that any Grantor otherwise has the right to
      license, or granting any right to any Grantor under any Copyright now or
      hereafter owned by any third party, and all rights of any Grantor under any
      such
      agreement.

     

    “Copyrights”
shall
      mean, with respect to any Person, all of the following now owned or hereafter
      acquired by such Person: (i) all copyright rights in any work subject to the
      copyright laws of the United States or any other country or group of countries,
      whether as author, assignee, transferee or otherwise and (ii) all registrations
      and applications for registration of any such copyright in the United States
      or
      any other country or group of countries, including registrations, recordings,
      supplemental registrations and pending applications for registration in the
      United States Copyright Office.

     

    “Equipment”
shall
      mean all “equipment,” as such term is defined in Article 9 of the UCC, now or
      hereafter owned by any Grantor or to which any Grantor has rights and, in any
      event, shall include all machinery, equipment, furnishings, movable trade
      fixtures and vehicles now or hereafter owned by any Grantor or to which any
      Grantor has rights and any and all Proceeds, additions, substitutions and
      replacements of any of the foregoing, wherever located, together with all
      attachments, components, parts, equipment and accessories installed thereon
      or
      affixed thereto; but excluding equipment to the extent it is subject to a Lien
      permitted by the Term Loan Credit Agreement and the terms of the Indebtedness
      secured by such Lien prohibit assignment of, or granting of a security interest
      in, such Grantor’s rights and interests therein (other than to the extent that
      any such prohibition would be rendered ineffective pursuant to Sections 9-406,
      9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions)
      of
      any relevant jurisdiction or any other applicable law), provided,
      that
      immediately upon the repayment of all Indebtedness secured by such Lien, such
      Grantor shall be deemed to have granted a security interest in such equipment
      pursuant to the Term Loan Collateral Documents.

     

    “Excluded
      Stock and Stock Equivalents”
shall
      mean (i) any Stock or Stock Equivalents with respect to which, in the reasonable
      judgment of the Collateral Agent (confirmed in writing by notice to the Parent
      Borrower), the cost or other consequences (including any adverse tax
      consequences) of pledging such Stock or Stock Equivalents in favor of the
      Secured 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Parties,
        (iii) solely in the case of any pledge of Stock and Stock Equivalents of
        any
        Foreign Subsidiary to secure the Obligations, any Stock or Stock Equivalents
        of
        any class of such Foreign Subsidiary in excess of 65% of the outstanding
        Stock
        or Stock Equivalents of such class (such percentage to be adjusted upon any
        Change in Law as may be required to avoid adverse U.S. federal income tax
        consequences to the Parent Borrower or any Subsidiary), (iv) any Stock or
        Stock
        Equivalents to the extent the pledge thereof would violate any applicable
        Requirement of Law, (v) in the case of (A) any Stock or Stock Equivalents
        of any
        Subsidiary to the extent such Stock or Stock Equivalents are subject to a
        Lien
        permitted by Section
        10.2(h)
        of the
        Term Loan Credit Agreement or (B) any Stock or Stock Equivalents of any
        Subsidiary that is not wholly-owned by the Parent Borrower and its Subsidiaries
        at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents
        of each such Subsidiary described in clause
        (A)
        or
(B)
        to the
        extent (1) that a pledge thereof to secure the Obligations is prohibited
        by any
        applicable Contractual Requirement (other than customary non-assignment
        provisions which are ineffective under the Uniform Commercial Code or other
        applicable law), (2) any Contractual Requirement prohibits such a pledge
        without
        the consent of any other party; provided
        that
        this clause (2) shall not apply if (x) such other party is a Credit Party
        or
        wholly-owned Subsidiary or (y) consent has been obtained to consummate such
        pledge (it being understood that the foregoing shall not be deemed to obligate
        the Borrower or any Subsidiary to obtain any such consent)) and for so long
        as
        such Contractual Requirement or replacement or renewal thereof is in effect,
        or
        (3) a pledge thereof to secure the Obligations would give any other party
        (other
        than a Credit Party or wholly-owned Subsidiary) to any contract, agreement,
        instrument or indenture governing such Stock or Stock Equivalents the right
        to
        terminate its obligations thereunder (other than customary non-assignment
        provisions which are ineffective under the Uniform Commercial Code or other
        applicable law) and (vi) any Stock or Stock Equivalents of any Subsidiary
        to the
        extent that (A) the pledge of such Stock or Stock Equivalents would result
        in
        adverse tax consequences to the Borrower or any Subsidiary as reasonably
        determined by the Borrower and (B) such Stock or Stock Equivalents have been
        identified in writing to the Collateral Agent by an Authorized Officer of
        the
        Parent Borrower.

    

     

    “General
      Intangibles”
shall
      mean all “general intangibles” as such term is defined in Article 9 of the UCC
      and, in any event, including with respect to any Grantor, all contracts,
      agreements, instruments and indentures in any form, and portions thereof, to
      which such Grantor is a party or under which such Grantor has any right, title
      or interest or to which such Grantor or any property of such Grantor is subject,
      as the same may from time to time be amended, supplemented or otherwise
      modified, including (a) all rights of such Grantor to receive moneys due and
      to
      become due to it thereunder or in connection therewith, (b) all rights of such
      Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee
      with respect thereto, (c) all claims of such Grantor for damages arising
      out of any breach of or default thereunder and (d) all rights of such
      Grantor to terminate, amend, supplement, modify or exercise rights or options
      thereunder, to perform thereunder and to compel performance and otherwise
      exercise all remedies thereunder, in each case to the extent the grant by such
      Grantor of a Security Interest pursuant to this Security Agreement in its right,
      title and interest in any such contract, agreement, instrument or indenture
      (i)
      is not prohibited by such contract, agreement, instrument or indenture without
      the consent of any other party thereto, (ii) would not give any other party
      to
      any such contract, agreement, instrument or indenture the right to terminate
      its
      obligations thereunder or (iii) is permitted with consent if all necessary
      consents to such grant of a Security Interest have 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
been
        obtained from the other parties thereto (other than to the extent that any
        such
        prohibition or consent requirement referred to in clauses (i), (ii) and (iii)
        would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or
        9 409
        of the Uniform Commercial Code (or any successor provision or provisions)
        of any
        relevant jurisdiction or any other applicable law) (it being understood that
        the
        foregoing shall not be deemed to obligate such Grantor to obtain such consents),
        provided
        that the
        foregoing limitation shall not affect, limit, restrict or impair the grant
        by
        such Grantor of a Security Interest pursuant to this Security Agreement in
        any
        Account or any money or other amounts due or to become due under any such
        contract, agreement, instrument or indenture.

    

     

    “Governmental
      Authority” means
      any
      nation, sovereign or government, any state, province, territory or other
      political subdivision thereof, and any entity or authority exercising executive,
      legislative, judicial, regulatory or administrative functions of or pertaining
      to government, including a central bank or stock exchange.

     

    “Grantor”
shall
      have the meaning assigned to such term in the recitals hereto.

     

    “Instruments”
means
      all present and future “instruments” (as defined in Article 9 of the
      UCC).

     

    “Intellectual
      Property”
means,
      collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent
      Licenses, the Trademarks and the Trademark Licenses.

     

    “Intercreditor
      Agreement”
shall
      have the meaning provided in Section 8.15.

     

    “Investment
      Property”
shall
      mean all Securities (whether certificated or uncertificated), Security
      Entitlements and Commodity Contracts of any Grantor (other than (i) as pledged
      pursuant to the Pledge Agreement and (ii) solely with respect to the
      Obligations, any Stock or Stock Equivalents of any Foreign Subsidiary in excess
      of 65% of the outstanding class of such Stock or Stock Equivalents), whether
      now
      or hereafter acquired by any Grantor, except,
      in each case, to the extent the grant by a Grantor of a Security Interest
      therein pursuant to
      this
      Security Agreement in its right, title and interest in any such Investment
      Property (i) is prohibited by any contract, agreement, instrument or indenture
      governing such Investment Property without the consent of any other party
      thereto unless such consent has been expressly obtained, or (ii) would give
      any other party to any such contract, agreement, instrument or indenture the
      right to terminate its obligations thereunder (other than to the extent that
      any
      such prohibition
      referred to in clauses (i) and (ii) would be rendered ineffective
      pursuant to Sections 9-406,
      9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions)
      of any relevant
      jurisdiction or any other applicable law) (it being understood that the
      foregoing shall not be deemed to obligate any Grantor to seek or obtain any
      such
      consents referred to in clauses (i) or
      (ii)
      above).

     

    “License”
shall
      mean any license or sublicense to which any Grantor is a party.

     

    “Net
      Available Cash Account” means
      any
      Deposit Account or Securities Account established by any Grantor in accordance
      with the requirements of the covenant set forth in Section 9.15 of the Credit
      Agreement and which does not contain proceeds of Loans (as defined 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
in
        the
        Credit Agreement) or Collateral and which has been identified in writing
        to the
        Collateral Agent as such at the time that proceeds from any sale of Term
        Loan
        Collateral shall be deposited pending final application in accordance with
        such
        covenant.

    

     

    “Patent
      Licenses”
means
      all present and future agreements providing for the granting of any right in
      or
      to Patents (whether the applicable Grantor is licensee or licensor
      thereunder).

     

    “Patents”
means,
      collectively, with respect to each Person, all letters patent issued or assigned
      to, and all patent applications and registrations made by, such Person (whether
      established or registered or recorded in the United States or any other country
      or any political subdivision thereof and, in each case, whether owned by or
      licensed to such Person), and all goodwill associated therewith, now existing
      or
      hereafter adopted or acquired, together with any and all (i) rights and
      privileges arising under applicable law with respect to such Person’s use of any
      patents, (ii) inventions and improvements described and claimed therein, (iii)
      reissues, divisions, continuations, renewals, extensions and
      continuations-in-part thereof and amendments thereto, and rights to obtain
      any
      of the foregoing, (iv) income, fees, royalties, damages, claims and payments
      now
      or hereafter due and/or payable thereunder and with respect thereto including
      damages and payments for past, present or future infringements thereof, (v)
      rights corresponding thereto throughout the world and (vi) rights to sue for
      past, present or future infringements thereof.

     

    “Person”
means
      any individual, partnership, joint venture, firm, corporation, limited liability
      company, association, trust or other enterprise or any Governmental
      Authority.

     

    “Proceeds”
shall
      mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any
      event, shall include with respect to any Grantor, any consideration received
      from the sale, exchange, license, lease or other disposition of any asset or
      property that constitutes Collateral, any value received as a consequence of
      the
      possession of any Collateral and any payment received from any insurer or other
      Person or entity as a result of the destruction, loss, theft, damage or other
      involuntary conversion of whatever nature of any asset or property that
      constitutes Collateral, and shall include (a) all cash and negotiable
      instruments received by or held on behalf of the Collateral Agent, and (b)
      any
      and all other amounts from time to time paid or payable under or in connection
      with any of the Collateral.

     

    “Real
      Estate Asset”
means,
      at any time of determination, any interest (fee, leasehold or otherwise) then
      owned by any Grantor in any real property.

     

    “Security
      Agreement”
shall
      mean this Security Agreement, as the same may be amended, supplemented or
      otherwise modified from time to time.

     

    “Security
      Interest”
shall
      have the meaning provided in Section 2.

     

    “Stock”
shall
      mean shares of capital stock or shares in the capital, as the case may be
      (whether denominated as common stock or preferred stock or ordinary shares
      or
      preferred shares, as the case may be), beneficial, partnership or membership
      interests, participations or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
other
        equivalents (regardless of how designated) of or in a corporation, partnership,
        limited liability company or equivalent entity, whether voting or
        non-voting.

    

     

    “Stock
      Equivalents”
shall
      mean all securities convertible into or exchangeable for Stock and all warrants,
      options or other rights to purchase or subscribe for any Stock, whether or
      not
      presently convertible, exchangeable or exercisable.

     

    “Term
      Loan Collateral”
means
      all now owned or hereafter acquired assets or property of any Grantor in respect
      of which a Lien is purported to be granted to the Term Loan Collateral Agent,
      other than the Collateral, including, without limitation:

     

    (a)  all
      Accounts and Chattel Paper, in each case, only to the extent relating to the
      sale of Term Loan Collateral;

     

    (b)  all
      Equipment;

     

    (c)  all
      Capital Stock Collateral;

     

    (d)  all
      Real
      Estate Assets;

     

    (e)  all
      documents of title related to Equipment;

     

    (f)  all
      Intellectual Property;

     

    (g)  all
      Instruments (other than any such Instruments which constitute Collateral);
      

     

    (h)  all
      Term
      Loan General Intangibles;

     

    (i)  the
      Net
      Available Cash Account;

     

    (j)  Records,
      “supporting obligations” (as defined in the UCC as in effect on the date hereof
      in the State of New York) and related Letters of Credit, commercial tort claims
      or other claims and causes of action, in each case, to the extent not primarily
      related to the Collateral; and

     

    (k)  substitutions,
      replacements, accessions, products and proceeds (including, without limitation,
      insurance proceeds, licenses, royalties, income, payments, claims, damages
      and
      proceeds of suit) of any or all of the foregoing;

     

    provided,
      however,
      that
      the term “Term Loan Collateral” shall include (as provided in Section 3.4 of the
      Intercreditor Agreement) Instruments or Chattel Paper to the extent such
      Instruments or Chattel Paper constitute identifiable proceeds of Term Loan
      Collateral and other identifiable proceeds (including lease payments under
      leases of Equipment) of Term Loan Collateral that are deposited or held in
      any
      such Deposit Accounts or Securities Accounts, in each case other than the Net
      Available Cash Account, after an Enforcement Notice (as defined in the
      Intercreditor Agreement).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Term
      Loan Collateral Agent”
shall
      mean Citicorp North America, Inc. or its successor or assigns.

     

    “Term
      Loan Collateral Documents”
means
      the “Security Documents” (as defined in the Term Loan Credit Agreement) and any
      other agreement, document or instrument pursuant to which a Lien is granted
      securing any Term Loan Obligations or under which rights or remedies with
      respect to such Liens are governed.

     

    “Term
      Loan General Intangibles”
means
      all General Intangibles pertaining to the other items of property included
      within clauses (a), (b), (c), (d) and (f) of the definition of Term Loan
      Collateral, including, without limitation, all contingent rights with respect
      to
      warranties on Equipment.

     

    “Trademark
      Licenses”
means
      any and all present and future agreements providing for the granting of any
      right in or to Trademarks (whether such Grantor is licensee or licensor
      thereunder).

     

    “Trademarks” means,
      collectively, with respect to each Person, all trademarks, service marks,
      slogans, logos, certification marks, trade dress, uniform resource locations
      (URL’s), domain names, corporate names, trade names and other source or business
      identifiers, whether registered or unregistered, owned by or assigned to such
      Person and all registrations and applications for the foregoing (whether
      statutory or common law, whether established or registered in the United States,
      any State thereof, or any other country or any political subdivision thereof
      and, in each case, whether owned by or licensed to such Person), and all
      goodwill associated therewith, now existing or hereafter adopted or acquired,
      together with any and all (i) rights and privileges arising under
      applicable law with respect to such Person’s use of any trademarks,
      (ii) reissues, continuations, extensions and renewals thereof and
      amendments thereto, (iii) income, fees, royalties, damages and payments now
      and hereafter due and/or payable thereunder and with respect thereto, including
      damages, claims and payments for past, present or future infringements thereof,
      (iv) rights corresponding thereto throughout the world and (v) rights to
      sue for past, present and future infringements thereof. 

     

    “UCC”
shall
      mean the Uniform Commercial Code as from time to time in effect in the State
      of
      New York; provided,
      however,
      that,
      in the event that, by reason of mandatory provisions of law, any of the
      attachment, perfection or priority of the Collateral Agent’s and the Secured
      Parties’ security interest in any Collateral is governed by the Uniform
      Commercial Code as in effect in a jurisdiction other than the State of New
      York,
      the term “UCC”
shall
      mean the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions hereof relating to such attachment, perfection or
      priority and for purposes of definitions related to such
      provisions.

     

    (d)  The
      words
“hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
      used in this Security Agreement shall refer to this Security Agreement as a
      whole and not to any particular provision of this Security Agreement, and
      Section, subsection, clause and Schedule references are to this Security
      Agreement unless otherwise specified. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
      limitation”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    (f)  Where
      the
      context requires, terms relating to the Collateral or any part thereof, when
      used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
      relevant part thereof.

     

    (g)  References
      to “Lenders” in this Security Agreement shall be deemed to include affiliates of
      any Lender that may from time to time enter into Secured Cash Management
      Agreements or Secured Hedge Agreements with the Borrowers and/or their
      Subsidiaries.

     

    2.  Grant
      of Security Interest.

     

    (a)  Each
      Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
      hypothecates and transfers to the Collateral Agent, for the ratable benefit
      of
      the Secured Parties, and grants to the Collateral Agent, for the ratable benefit
      of the Secured Parties, a lien on and security interest in (the “Security
      Interest”),
      all
      of its right, title and interest in, to and under all of the following property
      now owned or at any time hereafter acquired by such Grantor or in which such
      Grantor now has or at any time in the future may acquire any right, title or
      interest (collectively, the “Collateral”),
      as
      collateral security for the prompt and complete payment and performance when
      due
      (whether at the stated maturity, by acceleration or otherwise) of the
      Obligations:

     

    (i)  Accounts
      (except
      to the extent relating to the sale of Term Loan Collateral);

     

    (ii)  Chattel
      Paper (except to the extent relating to the sale of Term Loan
      Collateral);

     

    (iii)  Instruments
      pertaining to the collateral set forth in clauses (i) and (vi) of this
      definition; 

     

    (iv)  Letter-of-Credit
      Rights;

     

    (v)  Deposit
      Accounts and Securities Accounts, in each case other than the Net Available
      Cash
      Account, and all other Investment Property pertaining to the Collateral set
      forth in clauses (i) and (vi) of this definition (other than Capital Stock
      Collateral), including all cash, marketable securities, securities entitlements,
      financial assets and other funds held in or on deposit in any of the foregoing,
      

     

    (vi)  Inventory
      or documents of title, customs receipts, insurance certificates, shipping
      documents and other written materials related to the purchase or import of
      any
      Inventory; 

     

    (vii)  General
      Intangibles (other than Intellectual Property and Term Loan General
      Intangibles); 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (viii)  Records,
      “supporting obligations” (as
      defined in the UCC as in effect on the date hereof in the State of New York)
      and
      related Letters of Credit, commercial
      tort claims or other claims and causes of action, in each case, to the extent
      primarily related to the foregoing clauses (i) through (viii); and 

     

    (ix)  substitutions,
      replacements, accessions, products and proceeds (including, without limitation,
      insurance proceeds, licenses, royalties, income, payments, claims, damages
      and
      proceeds of suit) of any or all of the foregoing clauses (i) through
      (viii);

     

    provided,
      that
      (x) none of the items included in clauses (i) through (ix) above shall
      constitute Collateral to the extent (and only to the extent) that the grant
      of
      the Security Interest therein would violate any Requirement of Law applicable
      to
      such Collateral (other than to the extent that any such Requirement of Law
      would
      be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of
      the
      UCC (or any successor provision or provisions) of any relevant jurisdiction
      or
      any other applicable law) and (y) to the extent that Collateral under clauses
      (ii) and (iii) above constitute identifiable proceeds of Term Loan Collateral
      or
      to the extent of other identifiable proceeds (including lease payments under
      leases of Equipment) of Term Loan Collateral that are deposited or held in
      any
      such Deposit Accounts or Securities Accounts, in each case other than the Net
      Available Cash Account, after an Enforcement Notice, then (as provided in
      Section 3.4 of the Intercreditor Agreement) such Collateral under clauses (ii)
      and (iii) above or other identifiable proceeds shall be treated as Term Loan
      Collateral and shall not constitute Collateral.

     

    (b)  Each
      Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates,
      counsel and other representatives, at any time and from time to time, to file
      or
      record financing statements, amendments to financing statements and, with notice
      to the Parent Borrower, and other filing or recording documents or instruments
      with respect to the Collateral in such form and in such offices as the
      Collateral Agent reasonably determines appropriate to perfect the Security
      Interests of the Collateral Agent under this Security Agreement. Each Grantor
      hereby also authorizes the Collateral Agent and its Affiliates, counsel and
      other representatives, at any time and from time to time, to file continuation
      statements with respect to previously filed financing statements. A photographic
      or other reproduction of this Security Agreement shall be sufficient as a
      financing statement or other filing or recording document or instrument for
      filing or recording in any jurisdiction to the Collateral Agent.

     

    Each
      Grantor hereby agrees to provide to the Collateral Agent, promptly upon request,
      any information reasonably necessary to effectuate the filings or recordings
      authorized by this Section 2(b).

     

    The
      Security Interests are granted as security only and shall not subject the
      Collateral Agent or any other Secured Party to, or in any way alter or modify,
      any obligation or liability of any Grantor with respect to or arising out of
      the
      Collateral.

     

    3.  Representations
      and Warranties.

     

    Each
      Grantor hereby represents and warrants to the Collateral Agent and each Secured
      Party on the date hereof:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.1  Title;
      No Other Liens.
      Except
      for (a) the Security Interest granted to the Collateral Agent for the benefit
      of
      the Secured Parties pursuant to this Security Agreement, (b) the Liens
      permitted by the Credit Agreement and (c) any Liens securing Indebtedness which
      is no longer outstanding or any Liens with respect to commitments to lend which
      have been terminated, such Grantor owns each item of the Collateral free and
      clear of any and all Liens or claims of others. No security agreement, financing
      statement or other public notice with respect to all or any part of the
      Collateral that evidences a Lien securing any material Indebtedness is on file
      or of record in any public office, except such as (i) have been filed in favor
      of the Collateral Agent for the ratable benefit of the Secured Parties pursuant
      to this Security Agreement or (ii) are permitted by the Credit
      Agreement.

     

    3.2  Perfected
      First Priority Liens.

     

    (a)  This
      Security Agreement is effective to create in favor of the Collateral Agent,
      for
      its benefit and for the benefit of the Secured Parties, legal, valid and
      enforceable Security Interests in the Collateral, subject to the effects of
      bankruptcy, insolvency or similar laws affecting creditors’ rights generally and
      general equitable principles.

     

    (b)  Subject
      to the limitations set forth in clause (c) of this Section 3.2, the Security
      Interests granted pursuant to this Security Agreement (i) will constitute valid
      and perfected Security Interests in the Collateral (as to which perfection
      may
      be obtained by the filings or other actions described in clause (A) or (B)
      of
      this paragraph) in favor of the Collateral Agent, for the ratable benefit of
      the
      Secured Parties, as collateral security for the Obligations, upon (A) the filing
      in the applicable filing offices listed on Schedule I hereto of all financing
      statements, in each case, naming each Grantor as “debtor” and the Collateral
      Agent as “secured party” and describing the Collateral and (B) delivery to the
      Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated
      Securities and negotiable Documents in each case, properly endorsed for transfer
      in blank, in each case included in the Collateral and (ii) are prior to all
      other Liens on the Collateral other than Liens permitted pursuant to Section
      10.2 of the Credit Agreement.

     

    (c)  Notwithstanding
      anything to the contrary herein, no Grantor shall be required to perfect the
      Security Interests granted by this Security Agreement (including Security
      Interests in cash, cash accounts and Investment Property included in the
      Collateral) by any means other than by filings pursuant to the Uniform
      Commercial Code of the relevant State(s) and delivery to the Collateral Agent
      (or its bailee) to be held in its possession of all Collateral consisting of
      Tangible Chattel Paper, Instruments or any Certificated Securities in each
      case,
      to the extent included in the Collateral with a fair market value in excess
      of
      $1,500,000 individually.

     

    (d)  It
      is
      understood and agreed that the Security Interests in cash and Investment
      Property created hereunder shall not prevent the Grantors from using such assets
      in the ordinary course of their respective businesses.

     

    3.3  Grantor
      Information.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      II hereto sets forth under the appropriate headings as of the Closing Date:
      (1)
      the full legal name of such Grantor, (2) to the knowledge of the Grantor, all
      trade names or other names under which such Grantor currently conducts business,
      (3) the type of organization of such Grantor, (4) the jurisdiction of
      organization of such Grantor, (5) its organizational identification number,
      if
      any, and (6) the jurisdiction where the chief executive office of such Grantor
      is located. 

     

    4.  Covenants.

     

    Each
      Grantor hereby covenants and agrees with the Collateral Agent and the Secured
      Parties that, from and after the date of this Security Agreement until the
      Obligations (except for Contingent Indemnification Obligations in respect of
      which a claim has not yet been made) are paid in full and the Commitments are
      terminated and no Letters of Credit remain outstanding:

     

    4.1  Maintenance
      of Perfected Security Interest; Further Documentation.

     

    (a)  Such
      Grantor shall maintain the Security Interest created by this Security Agreement
      as a perfected Security Interest having at least the priority described in
      Section 3.1 and shall defend such Security Interest against the claims and
      demands of all Persons whomsoever, in each case subject to Section
      3.2(c).

     

    (b)  Such
      Grantor will furnish to the Collateral Agent and the Lenders from time to time
      statements and schedules further identifying and describing the assets and
      property of such Grantor and such other reports in connection therewith as
      the
      Collateral Agent may reasonably request.

     

    (c)  Subject
      to clause (d) below and Section 3.2(c), each Grantor agrees that at any time
      and
      from time to time, at the expense of such Grantor, it will execute any and
      all
      further documents, financing statements, agreements and instruments, and take
      all such further actions (including the filing and recording of financing
      statements and other documents), which may be required under any applicable
      law,
      or which the Collateral Agent or the Required Lenders may reasonably request,
      in
      order (i) to grant, preserve, protect and perfect the validity and priority
      of
      the Security Interests created or intended to be created hereby or (ii) to
      enable the Collateral Agent to exercise and enforce its rights and remedies
      hereunder with respect to any Collateral, including the filing of any financing
      or continuation statements under the Uniform Commercial Code in effect in any
      jurisdiction with respect to the Security Interests created hereby, all at
      the
      expense of such Grantor. 

     

    (d)  Notwithstanding
      anything in this Section 4.1 to the contrary, (i) with respect to any assets
      created or acquired by such Grantor after the date hereof that are required
      by
      the Credit Agreement to be subject to the Lien created hereby or (ii) with
      respect to any Person that, subsequent to the date hereof, becomes a Subsidiary
      that is required by the Credit Agreement to become a party hereto, the relevant
      Grantor after the acquisition or creation thereof shall promptly take all
      actions required by the Credit Agreement or this Section 4.1.

     

    4.2  Damage
      or Destruction of Collateral.
      The
      Grantors agree promptly to notify the Collateral Agent if any material portion
      of the Collateral is damaged or destroyed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.3  Notices.
      Each
      Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable
      detail, of any Lien of which it has knowledge (other than the Security Interests
      created hereby or Liens permitted under the Credit Agreement) on any of the
      Collateral which would adversely affect, in any material respect, the ability
      of
      the Collateral Agent to exercise any of its remedies hereunder.

     

    4.4  Changes
      in Grantor Information or Status.
      Without
      limiting any prohibitions or restrictions on mergers or other transactions
      set
      forth in the Credit Agreement, no Grantor shall change its name, identity,
      corporate structure (e.g. by merger, consolidation, change in corporate form
      or
      otherwise), type of organization or jurisdiction of organization or,
      in
      the case of any Grantor which is a partnership, the sole place of business
      and
      chief executive office, unless
      it
      shall have notified the Collateral Agent in writing at least ten (10) days
      prior
      to any such change (or such later date as is reasonably acceptable to the
      Collateral Agent), identifying such new proposed name, identity, corporate
      structure type of organization or jurisdiction of organization or, in the case
      of any Grantor which is a partnership, the sole place of business and chief
      executive office, and providing such other information in connection therewith
      as the Collateral Agent may reasonably request.

     

    5.  Remedial
      Provisions.

     

    5.1  Certain
      Matters Relating to Accounts.

     

    (a)  At
      any
      time after the occurrence and during the continuance of an Event of Default
      and
      after giving reasonable notice to the Parent Borrower and any other relevant
      Grantor, the Administrative Agent shall have the right, but not the obligation,
      to instruct the Collateral Agent to (and upon such instruction, the Collateral
      Agent shall) make test verifications of the Accounts in any manner and through
      any medium that the Administrative Agent reasonably considers advisable, and
      each Grantor shall furnish all such assistance and information as such Agent
      may
      require in connection with such test verifications. Such Agent shall have the
      absolute right to share any information it gains from such inspection or
      verification with any Secured Party.

     

    (b)  Subject
      to the terms of the Credit Agreement, the Collateral Agent hereby authorizes
      each Grantor to collect such Grantor’s Accounts and the Collateral Agent may
      curtail or terminate said authority at any time after the occurrence and during
      the continuance of an Event of Default. Subject to the terms of the Credit
      Agreement, if required in writing by the Collateral Agent at any time after
      the
      occurrence and during the continuance of a Cash Dominion Event (as defined
      in
      the Credit Agreement), any payments of Accounts, when collected by any Grantor,
      (i) shall be forthwith (and, in any event, within two Business Days) deposited
      by such Grantor in the exact form received, duly endorsed by such Grantor to
      the
      Collateral Agent if required, in a Collateral Account maintained under the
      sole
      dominion and control of and on terms and conditions reasonably satisfactory
      to
      the Collateral Agent, subject to withdrawal by the Collateral Agent for the
      account of the Secured Parties only as provided in Section 5.5, and
      (ii) until so turned over, shall be held by such Grantor in trust for the
      Collateral Agent and the Secured Parties, segregated from other funds of such
      Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by
      a
      report identifying in reasonable detail the nature and source of the payments
      included in the deposit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  At
      the
      Collateral Agent’s request at any time after the occurrence and during the
      continuance of an Event of Default, each Grantor shall deliver to the Collateral
      Agent all original and other documents evidencing, and relating to, the
      agreements and transactions which gave rise to the Accounts, including all
      original orders, invoices and shipping receipts.

     

    (d)  Upon
      the
      occurrence and during the continuance of an Event of Default, a Grantor shall
      not grant any extension of the time of payment of any of the Accounts,
      compromise, compound or settle the same for less than the full amount thereof,
      release, wholly or partly, any Person liable for the payment thereof, or allow
      any credit or discount whatsoever thereon if the Collateral Agent shall have
      instructed the Grantors not to grant or make any such extension, credit,
      discount, compromise or settlement under any circumstances during the
      continuance of such Event of Default.

     

    5.2  Communications
      with Credit Parties; Grantors Remain Liable.

     

    (a)  The
      Collateral Agent in its own name or in the name of others may at any time after
      the occurrence and during the continuance of an Event of Default, after giving
      reasonable notice to the relevant Grantor of its intent to do so, communicate
      with obligors under the Accounts to verify with them to the Collateral Agent’s
      satisfaction the existence, amount and terms of any Accounts. The Collateral
      Agent shall have the absolute right to share any information it gains from
      such
      inspection or verification with any Secured Party.

     

    (b)  Upon
      the
      written request of the Collateral Agent at any time after the occurrence and
      during the continuance of an Event of Default, each Grantor shall notify
      obligors on the Accounts that the Accounts have been assigned to the Collateral
      Agent for the ratable benefit of the Secured Parties and that payments in
      respect thereof shall be made directly to the Collateral Agent.

     

    (c)  Anything
      herein to the contrary notwithstanding, each Grantor shall remain liable under
      each of the Accounts to observe and perform all the conditions and obligations
      to be observed and performed by it thereunder, all in accordance with the terms
      of any agreement giving rise thereto. Neither the Collateral Agent nor any
      Secured Party shall have any obligation or liability under any Account (or
      any
      agreement giving rise thereto) by reason of or arising out of this Security
      Agreement or the receipt by the Collateral Agent or any Secured Party of any
      payment relating thereto, nor shall the Collateral Agent or any Secured Party
      be
      obligated in any manner to perform any of the obligations of any Grantor under
      or pursuant to any Account (or any agreement giving rise thereto), to make
      any
      payment, to make any inquiry as to the nature or the sufficiency of any payment
      received by it or as to the sufficiency of any performance by any party
      thereunder, to present or file any claim, to take any action to enforce any
      performance or to collect the payment of any amounts which may have been
      assigned to it or to which it may be entitled at any time or times.

     

    5.3  Proceeds
      to be Turned Over To Collateral Agent.
      In
      addition to the rights of the Collateral Agent and the Secured Parties specified
      in Section 5.1 with respect to payments of Accounts, if an Event of Default
      shall occur and be continuing and the Collateral Agent so requires by notice
      in
      writing to the relevant Grantor (it being understood that the exercise of
      remedies by the Secured Parties in connection with an Event of Default under
      Section 11.5 of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Credit
        Agreement shall be deemed to constitute a request by the Collateral Agent
        for
        the purposes of this sentence and in such circumstances, no such written
        notice
        shall be required), all Proceeds received by any Grantor consisting of cash,
        checks and other near cash items shall be held by such Grantor in trust for
        the
        Collateral Agent and the Secured Parties, segregated from other funds of
        such
        Grantor, and shall, forthwith upon receipt by such Grantor, be turned over
        to
        the Collateral Agent in the exact form received by such Grantor (duly endorsed
        by such Grantor to the Collateral Agent, if required). Subject to the terms
        of
        the Credit Agreement, all Proceeds received by the Collateral Agent hereunder
        shall be held by the Collateral Agent in a Collateral Account maintained
        under
        its dominion and control and on terms and conditions reasonably satisfactory
        to
        the Collateral Agent (which may be the Collection Account). All Proceeds
        while
        held by the Collateral Agent in a Collateral Account (or by such Grantor
        in
        trust for the Collateral Agent and the Secured Parties) shall continue to
        be
        held as collateral security for all the Obligations and shall not constitute
        payment thereof until applied as provided in Section 5.4.

    

     

    5.4  Application
      of Proceeds.
      The
      Collateral Agent shall apply the proceeds of any collection or sale of the
      Collateral as well as any Collateral consisting of cash, at any time after
      receipt in the order specified in Section 11 of the Credit Agreement. Upon
      any
      sale of the Collateral by the Collateral Agent (including pursuant to a power
      of
      sale granted by statute or under a judicial proceeding), the receipt of the
      Collateral Agent or of the officer making the sale shall be a sufficient
      discharge to the purchaser or purchasers of the Collateral so sold and such
      purchaser or purchasers shall not be obligated to see to the application of
      any
      part of the purchase money paid over to the Collateral Agent or such officer
      or
      be answerable in any way for the misapplication thereof.

     

    5.5  Code
      and Other Remedies.
      If an
      Event of Default shall occur and be continuing, the Collateral Agent may
      exercise in respect of the Collateral, in addition to all other rights and
      remedies provided for herein or otherwise available to it, all the rights and
      remedies of a secured party upon default under the UCC or any other applicable
      law or in equity and also may with notice to the relevant Grantor, sell the
      Collateral or any part thereof in one or more parcels at public or private
      sale
      or sales, at any exchange, broker’s board or office of the Collateral Agent or
      any Lender or elsewhere for cash or on credit or for future delivery at such
      price or prices and upon such other terms as are commercially reasonable
      irrespective of the impact of any such sales on the market price of the
      Collateral. The Collateral Agent shall be authorized at any such sale (if it
      deems it advisable to do so) to restrict the prospective bidders or purchasers
      of Collateral to Persons who will represent and agree that they are purchasing
      the Collateral for their own account for investment and not with a view to
      the
      distribution or sale thereof, and, upon consummation of any such sale, the
      Collateral Agent shall have the right to assign, transfer and deliver to the
      purchaser or purchasers thereof the Collateral so sold. Each purchaser at any
      such sale shall hold the property sold absolutely free from any claim or right
      on the part of any Grantor, and each Grantor hereby waives (to the extent
      permitted by law) all rights of redemption, stay and/or appraisal that it now
      has or may at any time in the future have under any rule of law or statute
      now
      existing or hereafter enacted. The Collateral Agent and any Secured Party shall
      have the right upon any such public sale, and, to the extent permitted by law,
      upon any such private sale, to purchase the whole or any part of the Collateral
      so sold, and the Collateral Agent or such Secured Party may pay the purchase
      price by crediting the amount thereof against the Obligations. Each Grantor
      agrees that, to the extent notice of sale shall be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
required
        by law, at least ten days’ notice to such Grantor of the time and place of any
        public sale or the time after which any private sale is to be made shall
        constitute reasonable notification. The Collateral Agent shall not be obligated
        to make any sale of Collateral regardless of notice of sale having been given.
        The Collateral Agent may adjourn any public or private sale from time to
        time by
        announcement at the time and place fixed therefor, and such sale may, without
        further notice, be made at the time and place to which it was so adjourned.
        To
        the extent permitted by law, each Grantor hereby waives any claim against
        the
        Collateral Agent arising by reason of the fact that the price at which any
        Collateral may have been sold at such a private sale was less than the price
        that might have been obtained at a public sale, even if the Collateral Agent
        accepts the first offer received and does not offer such Collateral to more
        than
        one offeree. Each Grantor further agrees, at the Collateral Agent’s request to
        assemble the Collateral and make it available to the Collateral Agent, at
        places
        which the Collateral Agent shall reasonably select, whether at such Grantor’s
        premises or elsewhere. The Collateral Agent shall apply the net proceeds
        of any
        action taken by it pursuant to this Section 5.5 in accordance with the
        provisions of Section 5.4.

    

     

    5.6  Deficiency.
      Each
      Grantor shall remain liable for any deficiency if the proceeds of any sale
      or
      other disposition of the Collateral are insufficient to pay its Obligations
      and
      the fees and disbursements of any attorneys employed by the Collateral Agent
      or
      any Secured Party to collect such deficiency.

     

    5.7  Amendments,
      etc. with Respect to the Obligations; Waiver of Rights.
      Each
      Grantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Grantor and without notice to or further
      assent by any Grantor, (a) any demand for payment of any of the Obligations
      made
      by the Collateral Agent or any other Secured Party may be rescinded by such
      party and any of the Obligations continued, (b) the Obligations, or the
      liability of any other party upon or for any part thereof, or any collateral
      security or guarantee therefor or right of offset with respect thereto, may,
      from time to time, in whole or in part, be renewed, extended, amended, modified,
      accelerated, compromised, waived, surrendered or released by the Collateral
      Agent or any other Secured Party, (c) the Credit Agreement, the other Credit
      Documents, any Letters of Credit and any other documents executed and delivered
      in connection therewith and the Secured Hedge Agreements and Secured Cash
      Management Agreements and any other documents executed and delivered in
      connection therewith may be amended, modified, supplemented or terminated,
      in
      whole or in part, as the Administrative Agent (or the Required Lenders, as
      the
      case may be, or, in the case of any Secured Hedge Agreement or Secured Cash
      Management Agreement, the Hedge Bank or Cash Management Bank party thereto)
      may
      deem advisable from time to time, and (d) any collateral security, guarantee
      or
      right of offset at any time held by the Collateral Agent or any other Secured
      Party for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. Neither the Collateral Agent nor any other Secured
      Party shall have any obligation to protect, secure, perfect or insure any Lien
      at any time held by it as security for the Obligations or for this Security
      Agreement or any property subject thereto. When making any demand hereunder
      against any Grantor, the Collateral Agent or any other Secured Party may, but
      shall be under no obligation to, make a similar demand on any Grantor or any
      other Person, and any failure by the Collateral Agent or any other Secured
      Party
      to make any such demand or to collect any payments from any Borrower or any
      Grantor or any other Person or any release of any Borrower or any Grantor or
      any
      other Person shall not relieve any Grantor in respect of which a demand or
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
collection
        is not made or any Grantor not so released of its several obligations or
        liabilities hereunder, and shall not impair or affect the rights and remedies,
        express or implied, or as a matter of law, of the Collateral Agent or any
        other
        Secured Party against any Grantor. For the purposes hereof “demand” shall
        include the commencement and continuance of any legal proceedings.


    

     

    5.8  License
      to Use Intellectual Property.
      For the
      purpose of enabling the Collateral
      Agent, during the continuance of an Event of Default, to exercise rights and
      remedies hereunder at such time as the Collateral Agent shall be lawfully
      entitled to exercise such rights and
      remedies, and for no other purpose, each Grantor hereby grants to the Collateral
      Agent, to the
      extent such Grantor has the right to do so, an irrevocable, assignable,
      non-exclusive license to use, license or sublicense any of the Intellectual
      Property now owned or held, or hereafter acquired,
      by such Grantor, wherever the same may be located. To the extent permitted,
      such
license
      shall include access to all media in which any of the licensed items may be
      recorded or stored
      and to all computer programs used for the compilation or printout
      hereof.

     

    5.9  Conflict
      with Credit Agreement.
      In the
      event of any conflict between the terms of this Section 5 and the Credit
      Agreement, the Credit Agreement shall control.

     

    6.  The
      Collateral Agent.

     

    6.1  Collateral
      Agent’s Appointment as Attorney-in-Fact, etc.

     

    (a)  Each
      Grantor hereby appoints, which appointment is irrevocable and coupled with
      an
      interest, effective upon the occurrence and during the continuance of an Event
      of Default, the Collateral Agent and any officer or agent thereof, with full
      power of substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of such Grantor and
      in
      the name of such Grantor or otherwise, for the purpose of carrying out the
      terms
      of this Security Agreement, to take any and all appropriate action and to
      execute any and all documents and instruments that may be necessary or desirable
      to accomplish the purposes of this Security Agreement, and, without limiting
      the
      generality of the foregoing, each Grantor hereby gives the Collateral Agent
      the
      power and right, on behalf of such Grantor, either in the Collateral Agent’s
      name or in the name of such Grantor or otherwise, without assent by such
      Grantor, to do any or all of the following, in each case after the occurrence
      and during the continuance of an Event of Default and after written notice
      by
      the Collateral Agent of its intent to do so:

     

    (i)  take
      possession of and endorse and collect any checks, drafts, notes, acceptances
      or
      other instruments for the payment of moneys due under any Account or with
      respect to any other Collateral and file any claim or take any other action
      or
      proceeding in any court of law or equity or otherwise deemed appropriate by
      the
      Collateral Agent for the purpose of collecting any and all such moneys due
      under
      any Account or with respect to any other Collateral whenever
      payable;

     

    (ii)  [Reserved];

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  pay
      or
      discharge taxes and Liens levied or placed on or threatened against the
      Collateral;

     

    (iv)  execute,
      in connection with any sale provided for in Section 5.5, any endorsements,
      assignments or other instruments of conveyance or transfer with respect to
      the
      Collateral;

     

    (v)  obtain
      and adjust insurance required to be maintained by such Grantor pursuant to
      Section 9.3 of the Credit Agreement; 

     

    (vi)  direct
      any party liable for any payment under any of the Collateral to make payment
      of
      any and all moneys due or to become due thereunder directly to the Collateral
      Agent or as the Collateral Agent shall direct;

     

    (vii)  ask
      or
      demand for, collect and receive payment of and receipt for, any and all moneys,
      claims and other amounts due or to become due at any time in respect of or
      arising out of any Collateral;

     

    (viii)  sign
      and
      endorse any invoices, freight or express bills, bills of lading, storage or
      warehouse receipts, drafts against debtors, assignments, verifications, notices
      and other documents in connection with any of the Collateral;

     

    (ix)  commence
      and prosecute any suits, actions or proceedings at law or in equity in any
      court
      of competent jurisdiction to collect the Collateral or any portion thereof
      and
      to enforce any other right in respect of any Collateral;

     

    (x)  defend
      any suit, action or proceeding brought against such Grantor with respect to
      any
      Collateral (with such Grantor’s consent to the extent such action or its
      resolution could materially affect such Grantor or any of its affiliates in
      any
      manner other than with respect to its continuing rights in such
      Collateral);

     

    (xi)  settle,
      compromise or adjust any such suit, action or proceeding and, in connection
      therewith, give such discharges or releases as the Collateral Agent may deem
      appropriate (with such Grantor’s consent to the extent such action or its
      resolution could materially affect such Grantor or any of its affiliates in
      any
      manner other than with respect to its continuing rights in such
      Collateral);

     

    (xii)  [Reserved]

     

    (xiii)  generally,
      sell, transfer, pledge and make any agreement with respect to or otherwise
      deal
      with any of the Collateral as fully and completely as though the Collateral
      Agent were the absolute owner thereof for all purposes, and do, at the
      Collateral Agent’s option and such Grantor’s expense, at any time, or from time
      to time, all acts and things that the Collateral Agent deems necessary to
      protect, preserve or realize upon the Collateral and the Collateral Agent’s and
      the Secured Parties’ Security Interests therein and to effect the intent of this
      Security Agreement, all as fully and effectively as such Grantor might
      do.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Anything
      in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent
      agrees that it will not exercise any rights under the power of attorney provided
      for in this Section 6.1(a) unless an Event of Default shall have occurred and
      be
      continuing.

     

    (b)  If
      any
      Grantor fails to perform or comply with any of its agreements contained herein,
      the Collateral Agent, at its option, but without any obligation so to do, may
      perform or comply, or otherwise cause performance or compliance, with such
      agreement.

     

    (c)  The
      expenses of the Collateral Agent incurred in connection with actions undertaken
      as provided in this Section 6.1, together with interest thereon at a rate per
      annum equal to the highest rate per annum at which interest would then be
      payable on any category of past due ABR Loans under the Credit Agreement, from
      the date of payment by the Collateral Agent to the date reimbursed by the
      relevant Grantor, shall be payable by such Grantor to the Collateral Agent
      on
      demand.

     

    (d)  Each
      Grantor hereby ratifies all that said attorneys shall lawfully do or cause
      to be
      done by virtue hereof. All powers, authorizations and agencies contained in
      this
      Security Agreement are coupled with an interest and are irrevocable until this
      Security Agreement is terminated and the Security Interests created hereby
      are
      released.

     

    6.2  Duty
      of Collateral Agent.
      The
      Collateral Agent’s sole duty with respect to the custody, safekeeping and
      physical preservation of the Collateral in its possession, under Section 9-207
      of the UCC or otherwise, shall be to deal with it in the same manner as the
      Collateral Agent deals with similar property for its own account. The Collateral
      Agent shall be deemed to have exercised reasonable care in the custody and
      preservation of any Collateral in its possession if such Collateral is accorded
      treatment substantially equal to that which the Collateral Agent accords its
      own
      property. Neither the Collateral Agent, any Secured Party nor any of their
      respective officers, directors, employees or agents shall be liable for failure
      to demand, collect or realize upon any of the Collateral or for any delay in
      doing so or shall be under any obligation to sell or otherwise dispose of any
      Collateral upon the request of any Grantor or any other Person or to take any
      other action whatsoever with regard to the Collateral or any part thereof.
      The
      powers conferred on the Collateral Agent and the Secured Parties hereunder
      are
      solely to protect the Collateral Agent’s and the Secured Parties’ interests in
      the Collateral and shall not impose any duty upon the Collateral Agent or any
      Secured Party to exercise any such powers. The Collateral Agent and the Secured
      Parties shall be accountable only for amounts that they actually receive as
      a
      result of the exercise of such powers, and neither they nor any of their
      officers, directors, employees or agents shall be responsible to any Grantor
      for
      any act or failure to act hereunder, except for their own gross negligence
      or
      willful misconduct.

     

    6.3  Authority
      of Collateral Agent.
      Each
      Grantor acknowledges that the rights and responsibilities of the Collateral
      Agent under this Security Agreement with respect to any action taken by the
      Collateral Agent or the exercise or non-exercise by the Collateral Agent of
      any
      option, voting right, request, judgment or other right or remedy provided for
      herein or resulting or arising out of this Security Agreement shall, as between
      the Collateral Agent and the Secured Parties, be governed by the Credit
      Agreement, and by such other agreements with respect thereto as may exist from
      time to time among them, but, as between the Collateral Agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
and
        the
        Grantors, the Collateral Agent shall be conclusively presumed to be acting
        as
        agent for the applicable Secured Parties with full and valid authority so
        to act
        or refrain from acting, and no Grantor shall be under any obligation, or
        entitlement, to make any inquiry respecting such authority.

    

     

    6.4  Security
      Interest Absolute.
      All
      rights of the Collateral Agent hereunder, the Security Interest and all
      obligations of the Grantors hereunder shall be absolute and
      unconditional.

     

    6.5  Continuing
      Security Interest; Assignments Under the Credit Agreement;
      Release.

     

    (a)  This
      Security Agreement shall remain in full force and effect and be binding in
      accordance with and to the extent of its terms upon each Grantor and the
      successors and assigns thereof and shall inure to the benefit of the Collateral
      Agent and the other Secured Parties and their respective successors, indorsees,
      transferees and assigns until all Obligations under the Credit Documents (other
      than any contingent indemnity obligations not then due) and the obligations
      of
      each Grantor under this Security Agreement shall have been satisfied by payment
      in full, the Commitments shall be terminated and no Letters of Credit shall
      be
      outstanding (or all such Letters of Credit shall have been Cash Collateralized),
      notwithstanding that from time to time during the term of the Credit Agreement
      and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit
      Parties may be free from any Obligations.

     

    (b)  A
      Subsidiary Grantor shall automatically be released from its obligations
      hereunder if it ceases to be a Guarantor in accordance with Section 13.1 of
      the
      Credit Agreement.

     

    (c)  The
      Security Interest granted hereby in any Collateral shall automatically be
      released (i) to the extent provided in Section 13.1 of the Credit Agreement
      and
      (ii) upon the effectiveness of any written consent to the release of the
      security interest granted hereby in such Collateral pursuant to Section 13.1
      of
      the Credit Agreement. Any such release in connection with any sale, transfer
      or
      other disposition of such Collateral shall result in such Collateral being
      sold,
      transferred or disposed of, as applicable, free and clear of the Lien and
      Security Interest created hereby.

     

    (d)  In
      connection with any termination or release pursuant to paragraph (a), (b) or
      (c), the Collateral Agent shall execute and deliver to any Grantor, at such
      Grantor’s expense, all documents that such Grantor shall reasonably request to
      evidence such termination or release. Any execution and delivery of documents
      pursuant to this Section 6.5 shall be without recourse to or warranty by the
      Collateral Agent.

     

    6.6  Reinstatement.
      Each
      Grantor further agrees that, if any payment made by any Credit Party or other
      Person and applied to the Obligations is at any time annulled, avoided, set
      aside, rescinded, invalidated, declared to be fraudulent or preferential or
      otherwise required to be refunded or repaid, or the proceeds of Collateral
      are
      required to be returned by any Secured Party to such Credit Party, its estate,
      trustee, receiver or any other party, including any Grantor, under any
      bankruptcy law, state or federal law, common law or equitable cause, then,
      to
      the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
extent
        of
        such payment or repayment, any Lien or other Collateral securing such liability
        shall be and remain in full force and effect, as fully as if such payment
        had
        never been made or, if prior thereto the Lien granted hereby or other Collateral
        securing such liability hereunder shall have been released or terminated
        by
        virtue of such cancellation or surrender), such Lien or other Collateral
        shall
        be reinstated in full force and effect, and such prior cancellation or surrender
        shall not diminish, release, discharge, impair or otherwise affect any Lien
        or
        other Collateral securing the obligations of any Grantor in respect of the
        amount of such payment.

    

     

    6.7  Further
      Assurances.
      Subject
      to Section 3.2(c) hereof, each Grantor agrees that at any time and from time
      to
      time, at the expense of such Grantor, it will execute or otherwise authorize
      the
      filing of any and all further documents, financing statements, agreements and
      instruments, and take all such further actions (including the filing and
      recording of financing statements, fixture filings, mortgages, deeds of trust
      and other documents), which may be required under any applicable law, or which
      the Collateral Agent or the Administrative Agent may reasonably request, in
      order (x) to perfect and protect any pledge, assignment or security interest
      granted or purported to be granted hereby (including the priority thereof)
      or
      (y) to enable the Collateral Agent to exercise and enforce its rights and
      remedies hereunder with respect to any Collateral.

     

    7.  Collateral
      Agent As Agent.

     

    (a)  CIT
      has
      been appointed to act as the Collateral Agent under the Credit Agreement, by
      the
      Lenders under the Credit Agreement and, by their acceptance of the benefits
      hereof, the other Secured Parties. The Collateral Agent shall be obligated,
      and
      shall have the right hereunder, to make demands, to give notices, to exercise
      or
      refrain from exercising any rights, and to take or refrain from taking any
      action (including the release or substitution of Collateral), solely in
      accordance with this Security Agreement and the Credit Agreement, provided
      that the
      Collateral Agent shall exercise, or refrain from exercising, any remedies
      provided for in Section 5 in accordance with the instructions of Required
      Lenders. In furtherance of the foregoing provisions of this Section 7(a), each
      Secured Party, by its acceptance of the benefits hereof, agrees that it shall
      have no right individually to realize upon any of the Collateral hereunder,
      it
      being understood and agreed by such Secured Party that all rights and remedies
      hereunder may be exercised solely by the Collateral Agent for the ratable
      benefit of the applicable Lenders and Secured Parties in accordance with the
      terms of this Section 7(a).

     

    (b)  The
      Collateral Agent shall at all times be the same Person that is the Collateral
      Agent under the Credit Agreement. Written notice of resignation by the
      Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also
      constitute notice of resignation as Collateral Agent under this Security
      Agreement; removal of the Collateral Agent shall also constitute removal under
      this Security Agreement; and appointment of a Collateral Agent pursuant to
      Section 12.9 of the Credit Agreement shall also constitute appointment of a
      successor Collateral Agent under this Security Agreement. Upon the acceptance
      of
      any appointment as Collateral Agent under Section 12.9 of the Credit Agreement
      by a successor Collateral Agent, that successor Collateral Agent shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring or removed Collateral Agent under this Security Agreement,
      and
      the retiring or removed Collateral Agent under this Security 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Agreement
        shall promptly (i) transfer to such successor Collateral Agent all sums,
        securities and other items of Collateral held hereunder, together with all
        records and other documents necessary or appropriate in connection with the
        performance of the duties of the successor Collateral Agent under this Security
        Agreement, and (ii) execute and deliver to such successor Collateral Agent
        or
        otherwise authorize the filing of such amendments to financing statements
        and
        take such other actions, as may be necessary or appropriate in connection
        with
        the assignment to such successor Collateral Agent of the Security Interests
        created hereunder, whereupon such retiring or removed Collateral Agent shall
        be
        discharged from its duties and obligations under this Security Agreement.
        After
        any retiring or removed Collateral Agent’s resignation or removal hereunder as
        Collateral Agent, the provisions of this Security Agreement shall inure to
        its
        benefit as to any actions taken or omitted to be taken by it under this Security
        Agreement while it was Collateral Agent hereunder.

    

     

    (c)  The
      Collateral Agent shall not be deemed to have any duty whatsoever with respect
      to
      any Secured Party that is a counterparty to a Secured Cash Management Agreement
      or a Secured Hedge Agreement the obligations under which constitute Obligations,
      unless it shall have received written notice in form and substance satisfactory
      to the Collateral Agent from a Grantor or any such Secured Party as to the
      existence and terms of the applicable Secured Cash Management Agreement or
      Secured Hedge Agreement.

     

    8.  Miscellaneous.

     

    8.1  Amendments
      in Writing.
      None of
      the terms or provisions of this Security Agreement may be waived, amended,
      supplemented or otherwise modified except by a written instrument executed
      by
      the affected Grantor and the Collateral Agent in accordance with Section 13.1
      of
      the Credit Agreement.

     

    8.2  Notices.
      All
      notices, requests and demands pursuant hereto shall be made in accordance with
      Section 13.2 of the Credit Agreement. All communications and notices hereunder
      to any Subsidiary Grantor or Subsidiary Borrower shall be given to it in care
      of
      the Parent Borrower at the Borrower’s address set forth in Section 13.2 of the
      Credit Agreement.

     

    8.3  No
      Waiver by Course of Conduct; Cumulative Remedies.
      Neither
      the Collateral Agent nor any Secured Party shall by any act (except by a written
      instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise
      be
      deemed to have waived any right or remedy hereunder or to have acquiesced in
      any
      Default or Event of Default or in any breach of any of the terms and conditions
      hereof. No failure to exercise, nor any delay in exercising, on the part of
      the
      Collateral Agent or any other Secured Party, any right, power or privilege
      hereunder shall operate as a waiver thereof. No single or partial exercise
      of
      any right, power or privilege hereunder shall preclude any other or further
      exercise thereof or the exercise of any other right, power or privilege. A
      waiver by the Collateral Agent or any other Secured Party of any right or remedy
      hereunder on any one occasion shall not be construed as a bar to any right
      or
      remedy that the Collateral Agent or such other Secured Party would otherwise
      have on any future occasion. The rights, remedies, powers and privileges herein
      provided are cumulative, may be exercised singly or concurrently and are not
      exclusive of any other rights or remedies provided by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.4  Enforcement
      Expenses; Indemnification.

     

    (a)  Each
      Grantor agrees to pay any and all reasonable expenses (including all reasonable
      fees and disbursements of counsel) that may be paid or incurred by any Secured
      Party in enforcing, or obtaining advice of counsel in respect of, any rights
      with respect to, or collecting, any or all of the Obligations and/or enforcing
      any rights with respect to, or collecting against, such Grantor under this
      Security Agreement.

     

    (b)  Each
      Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
      harmless from, any and all liabilities with respect to, or resulting from any
      delay in paying, any and all stamp, excise, sales or other taxes that may be
      payable or determined to be payable with respect to any of the Collateral or
      in
      connection with any of the transactions contemplated by this Security
      Agreement.

     

    (c)  Each
      Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
      harmless from, any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Security Agreement to the extent a
      Borrower would be required to do so pursuant to Section 13.5 of the Credit
      Agreement.

     

    (d)  The
      agreements in this Section 8.4 shall survive repayment of the Obligations and
      all other amounts payable under the Credit Agreement and the other Credit
      Documents.

     

    8.5  Successors
      and Assigns.
      The
      provisions of this Security Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and assigns
      permitted hereby, except that no Grantor may assign, transfer or delegate any
      of
      its rights or obligations under this Security Agreement without the prior
      written consent of the Collateral Agent except pursuant to a transaction
      permitted by the Credit Agreement.

     

    8.6  Counterparts.
      This
      Security Agreement may be executed by one or more of the parties to this
      Security Agreement on any number of separate counterparts (including by
      facsimile or other electronic transmission), and all of said counterparts taken
      together shall be deemed to constitute one and the same instrument. A set of
      the
      copies of this Security Agreement signed by all the parties shall be lodged
      with
      the Collateral Agent and the Parent Borrower.

     

    8.7  Severability.
      Any
      provision of this Security Agreement that is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. The parties hereto shall endeavor in good faith negotiations
      to replace the invalid, illegal or unenforceable provisions with valid
      provisions the economic effect of which comes as close as possible to that
      of
      the invalid, illegal or unenforceable provisions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.8  Section
      Headings.
      The
      Section headings used in this Security Agreement are for convenience of
      reference only and are not to affect the construction hereof or be taken into
      consideration in the interpretation hereof.

     

    8.9  Integration.
      This
      Security Agreement together with the other Credit Documents represents the
      agreement of each of the Grantors with respect to the subject matter hereof
      and
      there are no promises, undertakings, representations or warranties by the
      Collateral Agent or any other Secured Party relative to the subject matter
      hereof not expressly set forth or referred to herein or in the other Credit
      Documents.

     

    8.10  GOVERNING
      LAW.
      THIS
      SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      SHALL
      BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK.

     

    8.11  Submission
      To Jurisdiction Waivers.
      Each
      party hereto hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself and its property in any legal action or proceeding relating to this
      Security Agreement and the other Credit Documents to which it is a party, or
      for
      recognition and enforcement of any judgment in respect thereof, to the
      non-exclusive general jurisdiction of the courts of the State of New York,
      the
      courts of the United States of America for the Southern District of New York,
      and appellate courts from any thereof;

     

    (b)  consents
      that any such action or proceeding may be brought in such courts and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to such Person at its address referred
      to in Section 8.2 or at such other address of which such Person shall have
      been notified pursuant thereto;

     

    (d)  agrees
      that nothing herein shall affect the right of any other party hereto (or any
      Secured Party) to effect service of process in any other manner permitted by
      law
      or shall limit the right of any party hereto (or any Secured Party) to sue
      in
      any other jurisdiction; and

     

    (e)  waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section 8.11
      any
      special, exemplary, punitive or consequential damages.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.12  Acknowledgments.
      Each
      party hereto hereby acknowledges that:

     

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Security Agreement and the other Credit Documents to which it is a
      party;

     

    (b)  neither
      the Collateral Agent nor any other Agent or Secured Party has any fiduciary
      relationship with or duty to any Grantor arising out of or in connection with
      this Security Agreement or any of the other Credit Documents, and the
      relationship between the Grantors, on the one hand, and the Collateral Agent,
      each other Agent and the other Secured Parties, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and

     

    (c)  no
      joint
      venture is created hereby or by the other Credit Documents or otherwise exists
      by virtue of the transactions contemplated hereby among the Lenders, the Agents
      and any other Secured Party or among the Grantors and the Lenders, the Agents
      and any other Secured Party.

     

    8.13  Additional
      Grantors.
      Each
      Subsidiary of the Parent Borrower that is required to become a party to this
      Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become
      a Grantor, with the same force and effect as if originally named as a Grantor
      herein, for all purposes of this Security Agreement upon execution and delivery
      by such Subsidiary of a written supplement substantially in the form of
Annex
      A
      hereto.
      The execution and delivery of any instrument adding an additional Grantor as
      a
      party to this Security Agreement shall not require the consent of any other
      Grantor hereunder. The rights and obligations of each Grantor hereunder shall
      remain in full force and effect notwithstanding the addition of any new Grantor
      as a party to this Security Agreement.

     

    8.14  WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
      ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT
      DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     

    8.15  Intercreditor
      Agreement.
       Notwithstanding
      anything herein to the contrary, the liens and security interests granted to
      the
      Collateral Agent pursuant to this Agreement and the exercise of any right or
      remedy by the Collateral Agent hereunder, in each case, with respect to the
      Collateral are subject to the limitations and provisions of the Intercreditor
      Agreement, dated as of July 6, 2007 (as amended, restated, supplemented or
      otherwise modified from time to time, the “Intercreditor
      Agreement”),
      among
      Citicorp North America, Inc., as Collateral Agent under the Term Loan Agreement,
      the Collateral Agent, and certain other Persons party or that may become party
      thereto from time to time, and the Grantors identified therein. In the event
      of
      any conflict between the terms of the Intercreditor Agreement and the terms
      of
      this Agreement with respect to the Collateral, the terms of the Intercreditor
      Agreement shall govern and control. Any provision of this Agreement to the
      contrary notwithstanding, (a) no Grantor shall be required to act or refrain
      from acting in a manner that is inconsistent with the terms and provisions
      of
      the Intercreditor Agreement and (b) prior to the satisfaction and discharge
      in
      full of the Term Loan Obligations (as defined in the Intercreditor Agreement),
      no Grantor shall be required to act or refrain from acting with respect to
      any
      Collateral if compliance by such Grantor with such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
requirement
        would result in a breach of or constitute a default under any Term Loan Document
        (as defined in the Intercreditor Agreement).

    

     

    [SIGNATURE
      PAGES FOLLOW]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      IN
        WITNESS WHEREOF, each of the undersigned has caused this Guarantee to he
        duly
        executed and delivered by its duly authorized officer or other representative
        as
        of the day and year first above written.

      


      


                          DOLLAR
        GENERAL
        CORPORATION, as

        Grantor

      


      


                          By:
        /s/ Wade
        Smith        


      
        	 	
                                                              Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                              Title:

              	
                   
                  Treasurer

              


      

      


      


                          DG
        RETAIL, LLC, as
        Grantor

      


      


                          By: /s/
        Wade
        Smith                     
         

      
        	 	
                                    Dollar

              	
                 General
                  Corporation
                  

              


      

      
        	 	 	
                                         
                  as sole member

              


      

                               
        Wade Smith 

                                Treasurer

      


      


                          DOLGENCORP,
        INC., as
        Grantor

      


      


                          By:
        /s/ Wade
        Smith       

      
        	 	
                            Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                             Title:

              	
                   
                  Treasurer

              


      

      


      


                          DOLGENCORP
        OF NEW
        YORK, INC., as

           Grantor

      


      


                          By:
        /s/ Wade
        Smith                        

                                                         
        Name: Wade
        Smith 

                                                   
        Title:    Treasurer

      


      


                          DOLGENCORP
        OF TEXAS,
        INC., as Grantor

      


      


                          By:
        /s/ Wade
        Smith            

                                                                Name: Wade
        Smith

                                                   
        Title:    Treasurer

       

       

       

       

      
        
          
          

        

        
          
            S
              -1

            ABL
              Security Agreement Signature Pages

          

          
            

          

        

        
          
          

        

      

      

                                                DG
          TRANSPORTATION,
          INC., as Grantor

        


        


                                                By:
          /s/ Wade
          Smith                       
          

        
          	                                                
	
                  Name:

                	
                   Wade
                    Smith

                


        

        
          	 	
                                                                                                               Title:

                	
                     
                    Treasurer

                


        

        


        


                                                DG
          LOGISTICS, LLC, as
          Grantor


        


                                                By:
/s/
          Wade
          Smith                      
          

                                            DG
          Transportation,
          Inc. as Manager

                                              
Wade
          Smith

                                               Treasurer

        


        


                                                DGC
          PROPERTIES LLC,
          as Grantor

        


        


        
          	                                              	
                  By:     /s/Wade Smith                   

                	 


        

                                                                                                         
          Dolgencorp, Inc., as sole member
                                                 
          Wade Smith

                                                                                                         
          Treasurer

        


                                                SOUTH
          BOSTON
          HOLDINGS, INC., as Grantor

            


                


        
          	                                               	
                    By:

                	
                  /s/
                    Wade Smith                   
                    

                


        

        
          	                                                        
                  	
                  Name:

                	
                   Wade
                    Smith

                


        

        
          	                                                     	
                  Title:

                	
                   
                    Treasurer

                


        

        


        


                                                SUN-DOLLAR,
          L.P., as
          Grantor

        


        


                                                By:   
          /s/ Wade Smith                  


                                             South
          Boston
          Holdings, Inc. general partner

                                                                                                        
          Wade Smith

                                                                                                        
          Treasurer

        


        


        
          	 	
                                                          By:

                	
                     
                    /s/ Wade Smith                  

                


        

                                                  
          Dolgencorp, Inc. limited
          partner

                                                                                                        
          Wade Smith

                                                                                                                                      
          Treasurer

      

       

       

      
        
          
          

        

        
          
            S
              -2

            
              ABL
                Security Agreement Signature Pages

            

          

          
            

          

        

        
          
          

        

      

      

                        SOUTH
          BOSTON
          FF&E, LLC, as Grantor

        


                      By: Sun-Dollar,
          L.P. (sole member)

                              
By:
          /s/ Wade Smith               



                        
          South Boston Holdings, Inc. - -
          its
          general

                                          
          partner

                                          
          Wade Smith

                                          
          Treasurer

        


         

        


                        DG
          PROMOTIONS, INC.,
          as Grantor

        


        


                   By:
          /s/ Wade Smith                

                       
          Name: WadeSmith

                                
          Title:     
          Treasurer

        


        


                        DOLLAR
          GENERAL
          INVESTMENT, INC., as

                        Grantor

        


        


                By:
          /s/ Wade
          Smith                 

                                 Name: Wade
          Smith

                                
          Title:     
          Treasurer

        


                        DOLLAR
          GENERAL
MERCHANDISING,
          INC.,

                                                     
          as Grantor 

         

                                    By:
          /s/ Wade Smith                 

                                  
Name:
          Wade Smith

                               
          Title:     
          Treasurer

      

       

       

      
        
          
          

        

        
          S
            -3

            ABL
              Security Agreement Signature Pages

          

          
            

          

        

        
          
          

        

      

      

                                                DOLLAR
          GENERAL
          PARTNERS, as Grantor

        


        


                                                By:
          /s/ Wade
          Smith                  

                                                       
Dollar
          General Corporation
-
          its
          authorized

                                                                
          general
          partner

                                                                                                       
          Wade Smith

                                                                                                       
          Treasurer

        


        
                                                   
          /s/ Wade Smith                  

                                                By: Dollar
          General Merchandising, Inc. —
          its
          

                                                                 
          general partner

                                            
Wade
          Smith


                                                                                                        
          Treasurer

        


        


                                                DGC
          PROPERTIES OF
          KENTUCKY LLC, as

                                                Grantor

                                                By:
          /s/ Wade
          Smith                  

                                            
Dollar
          General
          Partners as sole member

        
          	 	
                                                                                                          By:

                	
                   Dollar
                    General Corporation -
                    its
                    authorized general partner 

                


        

                                                                                                        
          Wade Smith 

                                                                                                        
          Treasurer

      

       

       

      
        
          
          

        

        
          S
            -4

            ABL
              Security Agreement Signature Pages

          

          
            

          

        

        
          
          

        

      

       

       

       

      

                            CITICORP
          NORTH
          AMERICA, INC., as

                                                          Collateral
          Agent

         

         

                                                          By: /s/ Francis
          P.
          Garvin                

                                            
          Name:  Francis P. Garvin

                                                  Title:    
          Director

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      S-5

      
        ABL
          Security Agreement Signature Pages

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      SCHEDULE
        I TO THE

       

      SECURITY
        AGREEMENT

       

      Filing
        Offices

       

      
        	
                DEBTOR    

              	
                 

                FILING
                  OFFICE

                 

              
	
                 

                Dollar
                  General Corporation

                 

              	
                 

                Tennessee
                  SOS

                 

              
	
                 

                DG
                  Retail, LLC

                 

              	
                Tennessee
                  SOS

              
	
                 

                DG
                  Transportation, Inc.

                 

              	
                Tennessee
                  SOS

              
	
                 

                DG
                  Logistics, LLC

                 

              	
                Tennessee
                  SOS

              
	
                 

                DG
                  Promotions, Inc.

                 

              	
                Tennessee
                  SOS

              
	
                 

                Dollar
                  General Merchandising, Inc.

                 

              	
                Tennessee
                  SOS

              
	
                 

                Dollar
                  General Partners

                 

              	
                Tennessee
                  SOS

              
	
                 

                Dolgencorp,
                  Inc.

                 

              	
                 

                Kentucky
                  SOS

                 

              
	
                 

                Dolgencorp
                  of New York, Inc.

                 

              	
                 

                Kentucky
                  SOS

                 

              
	
                 

                Dolgencorp
                  of Texas, Inc.

                 

              	
                 

                Kentucky
                  SOS

                 

              
	
                 

                DGC
                  Properties LLC

                 

              	
                 

                Delaware
                  SOS

                 

              
	
                 

                South
                  Boston Holdings, Inc.

                 

              	
                 

                Delaware
                  SOS

                 

              
	
                 

                South
                  Boston FF&E, LLC

                 

              	
                 

                Delaware
                  SOS

                 

              
	
                 

                Dollar
                  General Investment, Inc.

                 

              	
                 

                Delaware
                  SOS

                 

              
	
                 

                DGC
                  Properties of Kentucky LLC

                 

              	
                 

                Delaware
                  SOS

                 

              
	
                 

                Sun-Dollar,
                  L.P.

                 

              	
                 

                California
                  SOS

                 

              


      

      


       

      


       


      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        II TO THE

       

      SECURITY
        AGREEMENT

       

      Grantor
        Information

       

      
        	
                 

                Name
                  of Debtor/Grantor

                 

              	
                 

                Type
                  of Organization

                 

              	
                 

                Jurisdiction
                  of Organization/Formation

                 

              	
                 

                 

                F.E.I.N.
                  / T.I.N.

                 

              	
                 

                Organizational
                  Identification Number

                 

              
	
                 

                Dollar
                  General Corporation

                 

              	
                 

                Corporation

                 

              	
                 

                Tennessee

                 

              	
                 

                61-0502302

                 

              	
                 

                Control
                  Number 0351611

                 

              
	
                 

                DG
                  Retail, LLC

                 

              	
                 

                Limited
                  Liability Company

                 

              	
                 

                Tennessee

                 

              	
                 

                36-4577242

                 

              	
                 

                Control
                  Number 0498077

                 

              
	
                 

                Dolgencorp,
                  Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Kentucky

                 

              	
                 

                61-0852764

                 

              	
                 

                Control
                  Number 0017665

                 

              
	
                 

                Dolgencorp
                  of New York, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Kentucky

                 

              	
                 

                62-1829863

                 

              	
                 

                Control
                  Number 0499060

                 

              
	
                 

                Dolgencorp
                  of Texas, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Kentucky

                 

              	
                 

                61-1193136

                 

              	
                 

                Control
                  Number 0268821

                 

              
	
                 

                DG
                  Transportation, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Tennessee

                 

              	
                 

                37-1517488

                 

              	
                 

                Control
                  Number 0486177

                 

              
	
                 

                DG
                  Logistics, LLC

                 

              	
                 

                Limited
                  Liability Company

                 

              	
                 

                Tennessee

                 

              	
                 

                62-1805098

                 

              	
                 

                Control
                  Number 0381549

                 

              
	
                 

                DGC
                  Properties LLC

                 

              	
                 

                Limited
                  Liability Company

                 

              	
                 

                Delaware

                 

              	
                 

                36-4498859

                 

              	
                 

                Control
                  Number 3530337

                 

              
	
                 

                South
                  Boston Holdings, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Delaware

                 

              	
                 

                20-5220571

                 

              	
                 

                Control
                  Number 4179362

                 

              
	
                 

                Sun-Dollar,
                  L.P.

                 

              	
                 

                Limited
                  Partnership

                 

              	
                 

                California

                 

              	
                 

                95-4629930

                 

              	
                 

                199711200016

                 

              
	
                 

                South
                  Boston FF&E, LLC

                 

              	
                 

                Limited
                  Liability Company

                 

              	
                 

                Delaware

                 

              	
                 

                26-0411224

                 

              	
                 

                Control
                  Number 4287970

                 

              
	
                 

                DG
                  Promotions, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Tennessee

                 

              	
                 

                62-1792083

                 

              	
                 

                Control
                  Number 0375322

                 

              
	
                 

                Dollar
                  General Investment, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Delaware

                 

              	
                 

                48-1268966

                 

              	
                 

                Control
                  Number 3535431

                 

              
	
                 

                Dollar
                  General Merchandising, Inc.

                 

              	
                 

                Corporation

                 

              	
                 

                Tennessee

                 

              	
                 

                82-0577749

                 

              	
                 

                Control
                  Number: 0437967

                 

              
	
                 

                Dollar
                  General Partners

                 

              	
                 

                General
                  Partnership

                 

              	
                 

                Kentucky

                 

              	
                 

                61-1193137

                 

              	
                 

                Control
                  Number 0589039

                 

              
	
                 

                DGC
                  Properties of Kentucky LLC

                 

              	
                 

                Limited
                  Liability Company

                 

              	
                 

                Delaware

                 

              	
                 

                37-1432210

                 

              	
                 

                Control
                  Number 3530336

                 

              


      

      


       


      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        1 TO THE

       

      SECURITY
        AGREEMENT

       

      MATERIAL
        COPYRIGHT LICENSES

       

      


      None.

       


      
        
          
            


            |||

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        2 TO THE

       

      SECURITY
        AGREEMENT

       

      COPYRIGHTS

       

      
        	
                 

                 

                Registered
                  Owner/Grantor

                 

              	
                 

                 

                Title

                 

              	
                Registration
                  Number

                 

              
	
                Dollar
                  General Intellectual Property LP

              	
                Dollar
                  General

              	
                VA-1-074-378

              
	
                Dollar
                  General Intellectual Property LP

              	
                Birdhouse
                  in the sky

              	
                VA-1-084-913

              
	
                Dollar
                  General Intellectual Property LP

              	
                Play
                  ball

              	
                VA-1-084-914

              
	
                Dollar
                  General Intellectual Property LP

              	
                Southern
                  magnolia

              	
                VA-1-084915

              
	
                Dollar
                  General Intellectual Property LP

              	
                Greater
                  Cumberland logo

              	
                VA-1-101-214

              
	
                Dollar
                  General Intellectual Property LP

              	
                Two
                  large magnolias design

              	
                VA-1-104-452

              
	
                Dollar
                  General Intellectual Property LP

              	
                Two
                  magnolias within a circle

              	
                VAu-332-786

              
	
                Dollar
                  General Intellectual Property LP

              	
                Six
                  magnolias in a ring

              	
                VAu-387-072

              
	
                Dollar
                  General Intellectual Property LP

              	
                Two
                  magnolias

              	
                VAu-387-073

              
	
                Dollar
                  General Intellectual Property LP

              	
                Four
                  magnolias in a band

              	
                VAu-439-205

              
	
                Dollar
                  General Intellectual Property LP

              	
                Two
                  magnolias within a circle

              	
                VAu-501-223

              
	
                Dollar
                  General Intellectual Property LP

              	
                Sun
                  & shade, you’ve got it made

              	
                VAu-502-998

              
	
                Dollar
                  General Intellectual Property LP

              	
                Iris
                  collection

              	
                VAu-515-355

              
	
                Dollar
                  General Intellectual Property LP

              	
                Beautiful
                  day

              	
                VAu-515-356

              
	
                Dollar
                  General Intellectual Property LP

              	
                Snowman
                  family

              	
                VAu-515-357

              
	
                Dollar
                  General Intellectual Property LP

              	
                Checkered
                  bear design

              	
                VAu-515-358

              
	
                Dollar
                  General Intellectual Property LP

              	
                Fish
                  bowl

              	
                VAu-515-359

              
	
                Dollar
                  General Intellectual Property LP

              	
                Snow
                  day

              	
                VAu-515-360

              
	
                Dollar
                  General Intellectual Property LP

              	
                Weather
                  vane

              	
                VAu-515-361

              
	
                Dollar
                  General Intellectual Property LP

              	
                Americana
                  Christmas

              	
                VAu-515-362

              
	
                Dollar
                  General Intellectual Property LP

              	
                American
                  flag

              	
                VAu-515-363

              
	
                Dollar
                  General Intellectual Property LP

              	
                Summertime
                  watermelon

              	
                VAu-515-364

              


      

      



      
        
          |

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        3 TO THE

       

      SECURITY
        AGREEMENT

       

      MATERIAL
        PATENT LICENSES

       

      


      None.

       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        4 TO THE

       

      SECURITY
        AGREEMENT

       

      PATENTS

       

      


      None.

       

       

       

       


      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        5 TO THE

       

      SECURITY
        AGREEMENT

       

      MATERIAL
        TRADEMARK LICENSES

       

      


      None.

       

       

       

       

       

       


      
        
          
            


             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        6 TO THE

       

      SECURITY
        AGREEMENT

       

      TRADEMARKS

       

      U.S.
        Trademarks

       

      
        	
                Debtor/Grantor

              	
                Title

              	
                Serial
                  / Registration No.

              
	
                Dollar
                  General Merchandising, Inc.

              	
                SAVE
                  TIME. SAVE MONEY. EVERY DAY.

              	
                3,217,925

              
	
                Dollar
                  General Merchandising, Inc.

              	
                AMERICAN
                  VALUE

              	
                3,174,687

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                3,159,752

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                3,118,060

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL AND DESIGN

              	
                2,947,983

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                2,947,982

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                2,947,981

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                2,947,979

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL MARKET

              	
                2,912,893

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                2,673,316

              
	
                Dollar
                  General Merchandising, Inc.

              	
                KISSY
                  KISSY HUG HUG

              	
                2,599,690

              
	
                Dollar
                  General Merchandising, Inc.

              	
                FINE
                  & DANDY

              	
                2,522,829

              
	
                Dollar
                  General Merchandising, Inc.

              	
                VICTORIAN
                  BEAUTY

              	
                2,576,769

              
	
                Dollar
                  General Merchandising, Inc.

              	
                PREMIER
                  INTERNATIONAL

              	
                2,556,093

              
	
                Dollar
                  General Merchandising, Inc.

              	
                SAVE
                  TIME. SAVE MONEY. DOLLAR GENERAL.

              	
                2,602,816

              
	
                Dollar
                  General Merchandising, Inc.

              	
                HOLIDAY
                  STYLE

              	
                2,614,861

              
	
                Dollar
                  General Merchandising, Inc.

              	
                CLOVER
                  VALLEY

              	
                2,679,921

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DG
                  GUARANTEE

              	
                2,433,937

              
	
                Dollar
                  General Merchandising, Inc.

              	
                MY
                  PAL

              	
                2,412,180

              
	
                Dollar
                  General Merchandising, Inc.

              	
                MY
                  PAL

              	
                2,355,987

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DG

              	
                2,385,253

              
	
                Dollar
                  General Merchandising, Inc.

              	
                MY
                  PAL BUILDING BLOCKS FOR LITTLE WARDROBES AND DESIGN

              	
                2,546,014

              
	
                Dollar
                  General Merchandising, Inc.

              	
                KITCHEN
                  ELEMENTS

              	
                2,589,304

              
	
                Dollar
                  General Merchandising, Inc.

              	
                A
                  BETTER LIFE FOR EVERYONE!

              	
                2,564,327

              
	
                Dollar
                  General Merchandising, Inc.

              	
                AMERICAN
                  VALUE

              	
                2,840,528

              
	
                Dollar
                  General Merchandising, Inc.

              	
                GOT
                  A MINUTE? GET A LOT!

              	
                2,534,603

              
	
                Dollar
                  General Merchandising, Inc.

              	
                POWERIZE

              	
                2,402,825

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL EVERY DAY AND DESIGN

              	
                2,478,427

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  $1 EVERY DAY AND DESIGN

              	
                2,443,284

              
	
                Dollar
                  General Merchandising, Inc.

              	
                STOW
                  AWAYS

              	
                2,418,285

              
	
                Dollar
                  General Merchandising Inc.

              	
                COUNTRY
                  ELEMENTS

              	
                2,517,967

              
	 	 	 
	
                Dollar
                  General Merchandising, Inc.

              	
                EZSTORE

              	
                78/642,660

              
	
                Dollar
                  General Merchandising, Inc.

              	
                SUNRISE
                  HILL

              	
                78/467,058

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DG

              	
                2,499,318

              
	
                Dollar
                  General Merchandising, Inc.

              	
                PRO
                  LINE

              	
                1,433,962

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL EVERY DAY

              	
                2,478,358

              
	
                Dollar
                  General Merchandising, Inc.

              	
                FAMILY
                  TRADITIONS

              	
                2,553,059

              
	
                Dollar
                  General Merchandising, Inc.

              	
                FAMILY
                  TRADITIONS

              	
                2.488,144

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DG
                  GUARANTEE

              	
                2,702,790

              
	
                Dollar
                  General Merchandising, Inc.

              	
                AMERICAN
                  VALUE

              	
                2,654,637

              
	
                Dollar
                  General Merchandising, Inc.

              	
                PREMIER
                  INTERNATIONAL

              	
                2,400,609

              
	
                Dollar
                  General Merchandising, Inc.

              	
                CROSSBOW

              	
                2,327,189

              
	
                Dollar
                  General Merchandising, Inc.

              	
                CROSSBOW

              	
                2,388,304

              
	 	 	 
	
                Dollar
                  General Merchandising, Inc.

              	
                PREMIER
                  INTERNATIONAL

              	
                2,317,225

              
	
                Dollar
                  General Merchandising, Inc.

              	
                OPEN
                  TRAILS AND DESIGN

              	
                2,258,138

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DG

              	
                2,130,040

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL AND DESIGN

              	
                1,972,697

              
	
                Dollar
                  General Merchandising, Inc.

              	
                PREMIER
                  INTERNATIONAL

              	
                1,705,134

              
	
                Dollar
                  General Merchandising, Inc.

              	
                PENNY
                  LANE

              	
                1,726,693

              
	
                Dollar
                  General Merchandising, Inc.

              	
                LAURA
                  KATHERINE

              	
                1,735,722

              
	
                Dollar
                  General Merchandising, Inc.

              	
                THE
                  TOWN’S MOST UNUSUAL STORE

              	
                1,642,403

              
	
                Dollar
                  General Merchandising, Inc.

              	
                EVERY
                  DAY IS DOLLAR DAY!...AT YOUR DOLLAR GENERAL STORE

              	
                1,651,816

              
	
                Dollar
                  General Merchandising, Inc.

              	
                GENERAL
                  STORY

              	
                1,494,217

              
	
                Dollar
                  General Merchandising, Inc.

              	
                S
                  STORY 

              	
                1,493,097

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL

              	
                0,881,060

              
	
                Dollar
                  General Merchandising, Inc.

              	
                UNI-LAB
                  

              	
                1,952,315

              
	
                Dollar
                  General Merchandising, Inc.

              	
                OPEN
                  TRAILS

              	
                1,752,567

              
	
                Dollar
                  General Merchandising, Inc.

              	
                MY
                  PAL

              	
                1,791,692

              
	
                Dollar
                  General Merchandising, Inc.

              	
                OPEN
                  TRAILS

              	
                1,424,943

              
	
                Dollar
                  General Merchandising, Inc.

              	
                DOLLAR
                  GENERAL OUR NAME SAYS IT ALL AND DESIGN

              	
                2,210,926

              
	
                Dollar
                  General Merchandising, Inc.

              	
                CLOVER
                  VALLEY

              	
                2,498,548

              
	
                Dollar
                  General Merchandising, Inc.

              	
                CLOVER
                  VALLEY

              	
                833,446

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Foreign
        Trademarks

      


      
        	
                Title

              	
                Serial/
                  Registration No.

              	
                Country

              
	
                DOLLAR
                  GENERAL

              	
                1,241,198

              	
                Canada

              
	
                DOLLAR
                  GENERAL

              	
                3,846,573

              	
                European
                  Union (CTM)

              
	
                DOLLAR
                  GENERAL

              	
                2004B01969

              	
                Hong
                  Kong

              
	
                DOLLAR
                  GENERAL in 

                Chinese
                  Characters

              	
                300042443

              	
                Hong
                  Kong

              
	
                DOLLAR
                  GENERAL

              	
                477,587

              	
                Mexico

              
	
                DOLLAR
                  GENERAL

              	
                892,930

              	
                Mexico