AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this " Agreement "), dated as of June 19, 2009, is entered into by and among each of the parties signatory hereto as Grantors (including any permitted successors and assigns, collectively, the " Grantors " and each a " Grantor "), and Bank of America, N.A., as Administrative Agent (" Administrative Agent "), for the ratable benefit of each Secured Party (as hereinafter defined).

A.           Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Lenders party thereto, and Texas Industries, Inc., a Delaware corporation (the " Borrower "), entered into the First Amended and Restated Credit Agreement dated as of August 15, 2007 (as amended by a First Amendment dated January 28, 2008, a Second Amendment dated March 20, 2008 and a Third Amendment dated November 21, 2008, the " Existing Credit Agreement ").

B.           In connection with the Existing Credit Agreement, the Grantors entered into that certain Security Agreement dated November 21, 2008 (the “ Existing Security Agreement ”), pursuant to which the Grantors granted a first priority security interest in personal property of the Grantors to Administrative Agent.

C.           Concurrently herewith, the Borrower, Administrative Agent and the Required Lenders are entering into a Second Amended and Restated Credit Agreement (the “ Credit Agreement ”), pursuant to which the Existing Credit Agreement will be amended and restated in its entirety.

D.           It is a condition precedent to effectiveness of the Credit Agreement that the Grantors shall have executed and delivered to Administrative Agent this Agreement which amends and restates the Existing Security Agreement.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Parties to enter into the Credit Agreement and continue to make Loans and the L/C Issuer to continue to issue Letters of Credit under the Credit Agreement and to extend other credit accommodations under the Loan Documents, each Grantor hereby agrees with Administrative Agent, for the ratable benefit of the Secured Parties, to amend and restate the Existing Security Agreement as follows, and hereby further agrees as follows:

1.1.          Definitions .   For purposes of this Agreement:

" Accession " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to an accession (as defined in the UCC), and (whether or not included in that definition), a good that is physically united with another good in such a manner that the identity of the original good is not lost.

" Account " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to an account (as defined in the UCC), and (whether or not included in such definition), a right to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, and for service rendered or to be rendered, and all right, title, and interest in any such returned property, together with all rights, titles, securities, and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation, and resales, and all related Liens whether voluntary or involuntary.

" Account Debtor " means any Person who is or who may become obligated to each Grantor under, with respect to or on account of an Account.

“ Aggregates ” means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to all stone, sand, gravel, limestone and similar minerals, including, but not limited to, all such materials that constitute As-Extracted Collateral (excluding oil and gas).

“ As-Extracted Collateral ” means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to as-extracted collateral (as defined in the UCC), and (whether or not included in such definition) all oil, gas and other minerals extracted by any Grantor from real estate and all accounts arising out of the sale at the wellhead or minehead of oil, gas and other minerals.

" Chattel Paper " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to chattel paper (as defined in the UCC), and (whether or not included in such definition) a Record or Records that evidence both a monetary obligation and a security interest in specific Goods, a security interest in specific Goods and Software used in the Goods, or a lease of specific Goods.

" Collateral " means all (a) Accounts, (b) Accessions, (c) Chattel Paper, (d) Commercial Tort Claims, including but not limited to the specific Commercial Tort Claims described on Schedule 7 , (e) Commodity Accounts, (f) Commodity Contracts, (g) Deposit Accounts, (h) Documents, (i) Equipment, (j) Financial Assets, (k) General Intangibles, (l) Goods, (m) Intellectual Property, (n) Instruments, (o) Inventory, (p) Investment Property, (q) Letters of Credit, (r) Letter-of-Credit Rights, (s) Payment Intangibles, (t) Permits, (u) Securities, (v) Securities Accounts, (w) Security Entitlements, (x) Software, (y) supporting obligations, (z) cash and cash accounts, (aa) Proceeds, (ab) products of Collateral, (ac) Collateral Records, (ad) Insurance, (ae) Money, and (af) Pledged Equity Interests, provided that "Collateral" does not include any fixtures or real property or any property or assets subject to a Lien permitted by clause (f) of the definition of "Permitted Liens" in the Credit Agreement.

" Collateral Records " shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

" Commercial Tort Claim " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a commercial tort claim (as defined in the UCC), and (whether or not included in such definition), all claims arising in tort with respect to which the claimant (a) is an organization, or (b) an individual and the claim (i) arose in the course of the claimant's business or profession, and (ii) does not include damages arising out of personal injury to or the death of an individual.

" Commodity Account " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a commodity account (as defined in the UCC), and (whether or not included in such definition), an account maintained by a Commodity Intermediary in which a Commodity Contract is carried for a Commodity Customer.

" Commodity Contract " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a commodity futures contract, an option on a commodity futures contract, a commodity option, or any other contract if the contract or option is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities Laws, or (b) traded on a foreign commodity board of trade, exchange, or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer.

" Commodity Customer " means a Person for whom a Commodity Intermediary carries a Commodity Contract on its books.

" Commodity Intermediary " means (a) a Person that is registered as a futures commission merchant under the federal commodities Laws or (b) a Person that in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities Laws.

" Copyright License " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by each such Grantor or which each such Grantor otherwise has the right to license, or granting any right to each such Grantor under any Copyright now or hereafter owned by any third party, and all rights of each such Grantor under any such agreement.

" Copyrights " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to (a) all copyright rights in any work subject to the copyright Laws of any Governmental Authority, whether as author, assignee, transferee, or otherwise set forth on Schedule 5(d) , (b) all registrations and applications for registration of any such copyright in any Governmental Authority, including registrations, recordings, supplemental registrations, and pending applications for registration in any jurisdiction, and (c) all rights to use and/or sell any of the foregoing.

" Deposit Account " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a deposit account (as defined in the UCC), and (whether or not included in such definition), a demand, time, savings, passbook, or similar account maintained at a bank (as defined in the UCC).

" Document " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a document (as defined in the UCC), and (whether or not included in such definition), a document of title, bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of Goods.

" Electronic Chattel Paper " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to electronic chattel paper (as defined in the UCC), and (whether or not included in such definition), chattel paper evidenced by a Record or Records consisting of information stored in electronic medium.

" Entitlement Holder " means a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8.501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

" Equipment " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to equipment (as defined in the UCC), and (whether or not included in such definition), all Rolling Stock and Goods other than Inventory, farm products or consumer goods, and all improvements, accessions, or appurtenances thereto.

" Financial Asset " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a financial asset (as defined in the UCC), and (whether or not included in such definition), (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, that is, or is of a type, dealt in or traded on financial markets or that is recognized in any area in which it is issued or dealt in as a medium for investment, or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a financial asset under Chapter 8 of the UCC. As the context requires, "Financial Asset" means either the interest itself or the means by which a Person's claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security, or a Security Entitlement.

" General Intangible " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a general intangible (as defined in the UCC), and (whether or not included in such definition) all other personal property, including things in action, other than Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments, Investment Property, Letter-of-Credit Rights, Letters of Credit, Money, and oil, gas or other minerals before extraction.

" Goods " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to goods (as defined in the UCC).

" Governmental Authority " means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

" Instrument " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to an instrument (as defined in the UCC), and (whether or not included in such definition), a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment.

" Insurance " shall mean all right, title and interest to insurance policies covering any or all of the Collateral (regardless of whether Administrative Agent is the loss payee thereof).

" Intellectual Property " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to all Patents, Copyrights, Licenses, Trademarks, Trade Secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, Software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

" Inventory " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to inventory (as defined in the UCC), and (whether or not included in such definition), Goods (other than farm products) that (a) are leased by such Grantor as lessor, (b) are held by such Grantor for sale or lease or to be furnished under a contract of service, (c) are furnished by such Grantor under a contract of service, or (d) consist of raw materials (including Aggregates), work in process, or materials used or consumed in a business, including packaging materials, scrap material, manufacturing supplies and spare parts, and all such Goods that have been returned to or repossessed by or on behalf of such Grantor.

" Investment Property " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to investment property (as defined in the UCC), and (whether or not included in such definition), a Security (whether certificated or uncertificated), a Security Entitlement and a Securities Account.

" Letter of Credit " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a letter of credit (as defined in the UCC).

" Letter-of-Credit Right " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a letter-of-credit right (as defined in the UCC), and (whether or not included in such definition), a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

" License " means any Patent License, Trademark License, Copyright License, or other similar license or sublicense.

" Money " shall mean "money" as defined in the UCC.

" Patent License " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by each such Grantor or which each such Grantor otherwise has the right to license, is in existence, or granting to each such Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of each such Grantor under any such agreement.

" Patents " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to (a) all letters patent of any Governmental Authority set forth on Schedule 5(b) , all registrations and recordings thereof, and all applications for letters patent of any Governmental Authority set forth on Schedule 5(c) , and (b) all reissues, continuations, divisions, continuations-in-part, renewals, or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

" Payment Intangible " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to a payment intangible (as defined in the UCC), and (whether or not included in such definition), a General Intangible under which the Account Debtor's principal obligation is a monetary obligation.

" Permit "   means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to any authorization, consent, approval, permit, license or exemption of or from a Governmental Authority, together with any registration or filing with, or report or notice to, any such Governmental Authority as part of such authorization, consent, approval, permit, license or exemption.

" Pledged Equity Interests " shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests, provided , however , notwithstanding anything herein to the contrary, the amount of pledged equity interests of any Foreign Subsidiary pledged by any Grantor shall be limited to 66% of the issued and outstanding equity interests of such Foreign Subsidiary owned directly by such Grantor.

" Pledged LLC Interests " shall mean, with respect to each Grantor, all interests of such Grantor in any limited liability company and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any Securities Intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests, provided , however , notwithstanding anything herein to the contrary, the amount of pledged limited liability company interests of any Foreign Subsidiary pledged by any Grantor shall be limited to 66% of the issued and outstanding limited liability company interests of such Foreign Subsidiary owned directly by such Grantor.

" Pledged Partnership Interests " shall mean, with respect to each Grantor, all interests of such Grantor in any general partnership, limited partnership, limited liability partnership or other partnership and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any Securities Intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests, provided , however , notwithstanding anything herein to the contrary, the amount of pledged general partnership, limited partnership, limited liability partnership or other partnership interests of any Foreign Subsidiary pledged by any Grantor shall be limited to 66% of the issued and outstanding general partnership, limited partnership, limited liability partnership or other partnership interests of such Foreign Subsidiary owned directly by such Grantor.

" Pledged Stock " shall mean, with respect to each Grantor, all shares of capital stock owned by such Grantor and the certificates, if any, representing such shares and any interest of such Grantor on the books of the issuer of such shares or on the books of any Securities Intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, provided , however , notwithstanding anything herein to the contrary, the amount of pledged capital stock of any Foreign Subsidiary pledged by any Grantor shall be limited to 66% of the issued and outstanding capital stock of such Foreign Subsidiary owned directly by such Grantor.

" Pledged Trust Interests " shall mean, with respect to each Grantor, all interests of such Grantor in a business trust or other trust and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any Securities Intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

" Proceeds " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to proceeds (as defined in the UCC) of Collateral, and (whether or not included in such definition), (a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of the Collateral, (b) whatever is collected on, or distributed on account of, the Collateral, (c) rights arising out of the Collateral, (d) claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to the Collateral, (e) insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to the Collateral, and (f) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

" Record " means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

" Release Date " means the date on which all of the conditions set forth in Section 9.10(a)(i) of the Credit Agreement have been satisfied.

“ Responsible Senior Officer ” means the chief financial officer, general counsel or treasurer of the Borrower.

“ Rolling Stock ” means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to all locomotives, railcars, automobiles, trucks, trailers, tractors, bulldozers, scrapers, loaders, forklifts and other motor vehicles and mobile equipment.

" Secured Party " has the meaning given to such term in the Credit Agreement.

" Secured Obligations " has the meaning given to such term in the Credit Agreement.

" Securities Account " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

“ Securities Collateral ” has the meaning specified in Section 4.5 .

" Securities Intermediary " means (a) a clearing corporation, or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

" Security " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to any obligation of an issuer or any share, participation or other interest in an issuer or in property or an enterprise of an issuer which (a) is represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations, and (c)(i) is, or is of a type, dealt with or traded on securities exchanges or securities markets or (ii) is a medium for investment and by its terms expressly provides that it is a security governed by Chapter 8 of the UCC.

" Security Entitlements " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to the rights and property interests as and of an Entitlement Holder with respect to a Financial Asset.

" Software " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to software (as defined in the UCC), and (whether or not included in such definition), a computer program (including both source and object code) and any supporting information provided in connection with a transaction relating to the program.

" Tangible Chattel Paper " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to tangible chattel paper (as defined in the UCC), and (whether or not included in such definition), chattel paper evidenced by a Record or Records consisting of information that is inscribed on a tangible medium.

" Trade Secrets " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to all trade secrets, know-how, inventions, processes, methods, information, data, plans, blueprints, specifications, designs, drawings, engineering reports, test reports, materials standards, processing standards and performance standards, and all Software directly related thereto, and all Licenses or other agreements to which such Grantor is a party with respect to any of the foregoing.

" Trademark License " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by such Grantor or which such Grantor otherwise has the right to license, or granting to such Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

" Trademarks " means all right, title, and interest of each Grantor (in each case whether now or hereafter existing, owned, arising, or acquired) in and to (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, all registrations and recordings thereof set forth on Schedule 5(a) , and all registration and recording applications filed with any Governmental Authority in connection therewith, and all extensions or renewals thereof, (b) all goodwill associated therewith or symbolized thereby, (c) all other assets, rights and interests that uniquely reflect or embody such goodwill, (d) all rights to use and/or sell any of the foregoing, and (e) the portion of the business to which each trademark pertains.

" UCC " means Chapters 8 and 9 of the Uniform Commercial Code as in effect from time to time in the State of Texas.

1.2.          Other Definitional Provisions .  Capitalized terms not otherwise defined herein have the meaning specified in the Credit Agreement, and, to the extent of any conflict, terms as defined in the Credit Agreement shall control ( provided , that a more expansive or explanatory definition shall not be deemed a conflict).

1.3.          Construction .   Unless otherwise expressly provided in this Agreement or the context requires otherwise, (a) the singular shall include the plural, and vice versa , (b) words of a gender include the other genders, (c) monetary references are to Dollars, (d) time references are to Dallas time, (e) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of and to this Agreement, (f) headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof, (g) references to any Person include that Person's heirs, personal representatives, successors, trustees, receivers, and permitted assigns, that Person as a debtor-in possession, and any receiver, trustee, liquidator, conservator, custodian, or similar party appointed for such Person or all or substantially all of its assets, (h) references to any Law include every amendment or restatement to it, rule and regulation adopted under it, and successor or replacement for it, (i) references to a particular Loan Document include each amendment or restatement to it made in accordance with the Credit Agreement and such Loan Document, and (j) the inclusion of Proceeds in the definition of "Collateral" shall not be deemed a consent by the Secured Parties to any sale or other disposition of any Collateral not otherwise specifically permitted by the terms of the Credit Agreement or this Agreement.  This Agreement is a Loan Document.

2.1.          Assignment and Grant of Security Interest . As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Grantor hereby ratifies and confirms its assignment, pledge and grant to Administrative Agent (pursuant to the Existing Security Agreement), for its benefit and the ratable benefit of the other Secured Parties, of:

(a)           a security interest in the entire right, title, and interest of Grantor in and to all Collateral of each such Grantor, whether now or hereafter existing, owned, arising or acquired ( provided , the amount of Equity Interests of any Foreign Subsidiary pledged by such Grantor hereunder shall be limited to 66% of the issued and outstanding Equity Interests of such Foreign Subsidiary directly owned by such Grantor); and

(b)           an irrevocable royalty-free right and license to use, upon the occurrence and during continuance of an Event of Default, the Intellectual Property of such Grantor worldwide in order to enable Administrative Agent to exercise its rights and remedies with respect to the Collateral as Administrative Agent reasonably deems necessary or appropriate.

To the extent (if any) necessary to make such security interest, right and license effective as to any Collateral, each Grantor also assigns, pledges and grants the same to Administrative Agent for its benefit and the ratable benefit of the other Secured Parties.  The Collateral shall not include any agreement, license or permit which by Law or its terms validly prohibits the granting of a security interest therein unless a consent to the security interest and pledge hereunder has been obtained; provided that the foregoing limitation shall not affect, limit, restrict, or impair the grant by each Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition on such grant is rendered ineffective by the UCC or other applicable Law.  Collateral shall not include any general intangibles to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such general intangibles is expressly prohibited or restricted, unless such prohibition or restriction is rendered ineffective pursuant to Section 9.408 of the UCC, provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any money or other amounts due or sums due in respect of such general intangible under Section 9.408 of the UCC.

2.2.          Grantor Remains Liable .  Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by any Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in such Grantor’s Collateral, and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in such Grantor’s Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

2.3.          Delivery of Pledged Equity Interests .  All certificates or instruments constituting or evidencing the Pledged Equity Interests shall be delivered to and held by or on behalf of Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by undated and duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Administrative Agent.  If an Event of Default exists, Administrative Agent has the right, without notice to any Grantor, to register in the name of Administrative Agent or any of its nominees any or all of such Collateral.  In addition, Administrative Agent has the right at any time, with the consent of the Borrower prior to an Event of Default, to exchange certificates or instruments representing or evidencing Pledged Equity Interests for certificates or instruments of smaller or larger denominations.

3.1.          Representations and Warranties .   Each Grantor represents and warrants to each Secured Party with respect to itself and the Collateral owned by it that:

(a)           This Agreement and the grant of the security interest pursuant to this Agreement in the Collateral create a valid first priority security interest in favor of Administrative Agent for the ratable benefit of the Secured Parties in the Collateral (subject to Permitted Liens), securing the payment and performance of the Secured Obligations, and all filings and other actions necessary to perfect and protect such security interest and such priority (other than with respect to Collateral consisting of (i) Rolling Stock that is not Eligible Rolling Stock, (ii) Aggregates constituting As-Extracted Collateral, (iii) certain Deposit Accounts over which Administrative Agent is not required to have control pursuant to Section 6.15 of the Credit Agreement, (iv) Instruments and Chattel Paper that remain in a Grantor’s possession, and (v) Letters of Credit over which Administrative Agent does not have control) have been duly taken (or will be taken upon any Grantor obtaining rights in Collateral after the date hereof), subject, however, with respect to Proceeds, to the provisions of Section 9.315 of the UCC.

(b)           Each Grantor has good and indefeasible title to, or a valid leasehold interest in, all of the Collateral free and clear of any Lien, except for Permitted Liens.  No Grantor has granted a currently effective security interest or other Lien in or made a currently effective assignment of any of the Collateral (except for Permitted Liens).  No Grantor has entered into nor is it or any of its property subject to any agreement limiting the ability of such Grantor to grant a Lien in any Collateral of such Grantor, or the ability of such Grantor to agree to grant or not grant a Lien in any property of such Grantor (in each case, except as permitted by the Credit Agreement).  None of the Collateral is consigned Goods or subject to any agreement of repurchase except in the ordinary course of business, nor is any Collateral subject to any dispute, defense, or counterclaim.  No effective financing statement or other similar document used to perfect and preserve a security interest or other Lien under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such as may have been filed (i) pursuant to this Agreement or other Loan Document, or (ii) relating to Permitted Liens.  Except as permitted under the Credit Agreement, no Grantor has made any presently effective sale of any interest in any of its Accounts (other than past due or doubtful Accounts assigned to third parties for collection), Chattel Paper, promissory notes, or Payment Intangibles.  Except for consignments of immaterial amounts Inventory that do not constitute Eligible Inventory, no Grantor has consigned any of its Inventory.

(c)           All of the Pledged Equity Interests have been duly and validly issued, and the Pledged Stock is fully paid and nonassessable.  All of the Pledged Equity Interests consisting of certificated securities have been delivered to Administrative Agent.  Other than Pledged Partnership Interests, Pledged LLC Interests and Pledged Trust Interests (which constitute General Intangibles and not Securities), there are no Pledged Equity Interests other than those represented by certificated securities in the possession of Administrative Agent.  There are no restrictions in any Organization Document governing any Pledged Equity Interest or any other document related thereto which would limit or restrict (i) the grant of a Lien in the Pledged Equity Interests, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity Interests as contemplated by this Agreement that have not been waived.  Upon the exercise of remedies in respect of Pledged Partnership Interests, Pledged LLC Interests and Pledged Trust Interests, a transferee or assignee of a partnership interest, a membership interest, or a trust interest, as the case may be, of such partnership, limited liability company or trust, as the case may be, shall become a partner, member, trustee, beneficiary or settlor, as the case may be, of such partnership, limited liability company or trust, as the case may be, entitled to participate in the management thereof to the extent such partnership, membership or trust interest would otherwise permit such transferee or assignee to participate in management, and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a partner, member, trustee, beneficiary or settlor, as the case may be.

(d)            Schedule 1 states the exact name of each Grantor, as such name appears in its currently effective organizational documents as filed with the appropriate authority of the jurisdiction of each Grantor's organization.   Schedule 1 , Section (a) states the jurisdiction of organization of each Guarantor.   Schedule 1 , Section (b) sets forth the type of entity and each other name each Grantor has had in the past two years, together with the date of the relevant change.  Except as set forth in Schedule 1 , Section (c) , each Grantor has not changed its identity or type of entity in any way within the past two years.  Changes in identity or type of entity include mergers, consolidations, conversions, and any change in the form, nature, or jurisdiction of organization.   Schedules 1 and 2 contain the information required by this Section as to each acquiree or constituent party to a merger, consolidation, or conversion within the preceding two years. Schedule 1 , Section (d) states all other names (including trade, assumed, and similar names) used by each Grantor or any of its divisions or other business units at any time during the past two years.   Schedule 1 , Section (e) states the Federal Taxpayer Identification Number of each Grantor.   Schedule 1 , Section (f) states the corporate or other organizational number of each Grantor.

(e)           As of the Closing Date, the chief executive office of each Grantor is located at the address stated on Schedule 2 , Section (a) and Schedule 2 , Section (b) states all locations where each Grantor maintains any books or records relating to all Accounts (with each location at which Chattel Paper, if any, is kept being indicated by an "*").  As of the Closing Date, Schedule 2 , Section (c) states all locations where each Grantor maintains any Equipment or Inventory.  As of the Closing Date, Schedule 2 , Section (d) states all the places of business of each Grantor or other locations of material Collateral not identified in Schedule 2 , Sections 2(a) , (b) , or (c) .   As of the Closing Date, Schedule 2 , Section (e) states the names and addresses of all Persons other than each Grantor who have possession of any of the Collateral of each such Grantor, other than (i) Equipment temporarily out of service or out of repair, (ii) Inventory in the hands of transporters, and (iii) immaterial amounts of Inventory that is not, and is not claimed to be, Eligible Inventory but is instead in the hands of third party processors, storage providers and consignees.

(f)           No Grantor owns any aircraft, ships or other vessels.

(g)           Each Grantor has exclusive possession and control of the Equipment and Inventory pledged by it hereunder, other than Equipment temporarily out of service or out for repair and Inventory in the hands of third party processors, transporters or storage providers.

(h)           As of the Closing Date, Schedule 3 is a complete and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests, or other equity interest of each Grantor and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests.  Also set forth on Schedule 3 is each equity investment of each Grantor that represents 50% or less of the equity of the entity in which such investment was made as of the Closing Date.

(i)           As of the Closing Date, Schedule 4 is a complete and correct list of each promissory note and other Instrument evidencing indebtedness owed to and held by each Grantor (excluding all intercompany notes and other instruments between each Grantor and each Subsidiary, and each Subsidiary and each other Subsidiary).

(j)           As of the Closing Date, Schedule 5(a) is a complete and correct list of each United States Trademark registration and Trademark application in which each Grantor has any interest as owner, including the name of the registered owner, the registered or applied for Trademark, and the Trademark application serial and/or registration number.  As of the Closing Date, no Grantor owns or is the licensee of any non-United States Trademark, or is the licensee of any United States Trademark, that in each case is material to its business.

(k)           As of the Closing Date, Schedule 5(b) is a complete and correct list of each United States Patent in which each Grantor has any interest as owner, including the name of the registered owner and the Patent number.  As of the Closing Date, no Grantor owns or is the licensee of any non-United States Patent, or is the licensee of any United States Patent, that in each case is material to its business.

(l)           As of the Closing Date, Schedule 5(c) is a complete and correct list of each United States Patent application in which each Grantor has any interest as owner, including the name of the Person applying to be the registered owner and the Patent application number.  As of the Closing Date, no Grantor owns or is the licensee of any non-United States Patent application, or is the licensee of any United States Patent application, that in each case is material to its business.

(m)           As of the Closing Date, Schedule 5(d) is a complete and correct list of each United States Copyright (including the related registration and Copyright application, if any) in which each Grantor has any interest as owner, including the name of the registered owner, the title of the work which is the subject of the registered or applied for Copyright, and the registration number (if applicable).  As of the Closing Date, no Grantor (i) owns or is the licensee of any non-United States Copyright, (ii) has pending any non-United States Copyright application or (iii) is the licensee of any United States Copyright that, in each case, is material to its business.

(n)           As of the Closing Date, Schedule 5(e) is a complete and correct list of all allegations of