Common use of Secured Indebtedness Clause in Contracts

Secured Indebtedness. In the case of the Borrower and each of its Restricted Subsidiaries, create, assume, incur or guarantee, or permit any Restricted Subsidiary to create, assume, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “Incurrence”), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notes) so long as such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to (i) the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes are secured equally and ratably with (or prior to) such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Borrower after December 1, 1989, or entered into by any Restricted Subsidiary after December 1, 1989, or, if later, the date on which such Subsidiary became a Restricted Subsidiary (not including in this computation any Attributable Debt that is currently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of such Incurrence.

Secured Indebtedness. In the case of the Borrower and each of its Restricted Subsidiaries, create, assume, incur or guarantee, or permit any Restricted Subsidiary to create, assume, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “Incurrence”), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notes) so long as such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to (i) the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes are secured equally and ratably with (or prior to) such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Borrower after December 1January 26, 19891999, or entered into by any Restricted Subsidiary after December 1January 26, 19891999, or, if later, the date on which such Subsidiary became a Restricted Subsidiary (not including in this computation any Attributable Debt that is currently concurrently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of such Incurrence.

Secured Indebtedness. In the case of the Borrower and each of its Restricted Subsidiaries, create, assume, incur or guarantee, or permit any Restricted Subsidiary to create, assume, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “"Incurrence”"), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes each other Loan Document shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notesthe other Loan Documents) so long as such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to (i) the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes each other Loan Document are secured equally and ratably with (or prior to) such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Borrower after December 1, 1989, or entered into by any Restricted Subsidiary after December 1, 1989, or, if later, the date on which such Subsidiary became a Restricted Subsidiary (not including in this computation any Attributable Debt that is currently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of such Incurrence.

Secured Indebtedness. In the case of the Borrower and each of its Restricted Subsidiaries, create, assume, incur or guarantee, or permit any Restricted Subsidiary to create, assume, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “Incurrence”), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes each other Loan Document shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notesthe other Loan Documents) so long as such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to (i) the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes each other Loan Document are secured equally and ratably with (or prior to) such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Borrower after December 1, 1989, or entered into by any Restricted Subsidiary after December 1, 1989, or, if later, the date on which such Subsidiary became a Restricted Subsidiary (not including in this computation any Attributable Debt that is currently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of such Incurrence.

Secured Indebtedness. In the case of the Borrower shall not, and each shall not permit any of its Restricted Subsidiaries, create, assumeSubsidiaries to, incur or guaranteepermit to exist any Indebtedness which (a) is secured in whole or in part by any of the Inventory or any capital stock or other ownership interests in any of the Restricted Subsidiaries (other than Permitted Encumbrances) or (b) except for provisions in documents evidencing Indebtedness that prohibit the granting of Liens unless such Liens secure such Indebtedness on a pari passu basis with the Obligations, contains any provision requiring Borrower or permit any Restricted Subsidiary to creategrant to the lender thereunder any Lien (other than Permitted Encumbrances and other than covenants to grant Liens to the issuers of surety, assumeappeal or performance bonds, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “Incurrence”), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notes) so long as the right to request such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to Liens has not been exercised) at a future date or upon the occurrence of any subsequent event; except that Borrower and its Restricted Subsidiaries may incur (i) Indebtedness in favor of a seller of Inventory to Borrower which is secured solely by the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes are secured equally and ratably with (or prior to) Inventory contemporaneously acquired from such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and seller, (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into Indebtedness secured solely by the Borrower’s headquarters building located in Arlington, Texas or any other office building owned by Borrower after December 1or any Restricted Subsidiary, 1989, or entered into (iii) Indebtedness secured by any clubhouse located in any development of Borrower or any Restricted Subsidiary after December 1Subsidiary, 1989, or, if later, (iv) Indebtedness of a Person at the date on which time such Subsidiary became Person becomes a Restricted Subsidiary or is merged with or into Borrower or a Restricted Subsidiary, provided that any Liens in respect of such Indebtedness were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets, and, in respect of all the foregoing, all renewals, extensions and refinancings thereof that do not increase the outstanding amount thereof, and (not including v) Indebtedness (in this computation any Attributable Debt addition to Indebtedness described in clauses (i) through (iii) above) up to an amount equal to the lesser of (x) $100,000,000 and (y) five percent (5%) of Tangible Net Worth, that is currently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of secured by Inventory (any such IncurrenceInventory, “Encumbered Inventory”).

Secured Indebtedness. In the case of the Borrower shall not, and each shall not permit any of its Restricted Subsidiaries, create, assumeSubsidiaries to, incur or guaranteepermit to exist any Indebtedness which (a) is secured in whole or in part by any of the Inventory or any capital stock or other ownership interests in any of the Restricted Subsidiaries (other than Permitted Encumbrances) or (b) except for provisions in documents evidencing Indebtedness that prohibit the granting of Liens unless such Liens secure such Indebtedness on a pari passu basis with the Obligations, contains any provision requiring Borrower or permit any Restricted Subsidiary to creategrant to the lender thereunder any Lien (other than Permitted Encumbrances and other than covenants to grant Liens to the issuers of surety, assumeappeal or performance bonds, incur or guarantee (each such creation, assumption, incurrence or guarantee being an “Incurrence”), any Secured Indebtedness without making provision whereby all amounts outstanding under this Agreement and any Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Borrower shall so determine, any other Debt of the Borrower or such Restricted Subsidiary then existing or thereafter created that is not subordinate to such amounts outstanding under this Agreement and any Notes) so long as the right to request such Secured Indebtedness shall be outstanding, unless such Secured Indebtedness, when added to Liens has not been exercised) at a future date or upon the occurrence of any subsequent event; except that Borrower and its Restricted Subsidiaries may incur (i) Indebtedness in favor of a seller of Inventory to Borrower which is secured solely by the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation (A) any Secured Indebtedness if all amounts outstanding under this Agreement and any Notes are secured equally and ratably with (or prior to) Inventory contemporaneously acquired from such Secured Indebtedness and (B) any Secured Indebtedness that is concurrently being retired) and seller, (ii) the aggregate amount of all Attributable Debt then outstanding pursuant to Sale and Leaseback Transactions entered into by the Borrower after December 1, 1989, or entered into Indebtedness secured solely by any office building owned by Borrower or any Restricted Subsidiary after December 1Subsidiary, 1989(iii) Indebtedness secured by any clubhouse located in any development of Borrower or any Restricted Subsidiary, or, if later, (iv) Indebtedness of a Person at the date on which time such Subsidiary became Person becomes a Restricted Subsidiary or is merged with or into Borrower or a Restricted Subsidiary, provided that any Liens in respect of such Indebtedness were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets, and, in respect of all the foregoing, all renewals, extensions and refinancings thereof that do not increase the outstanding amount thereof, and (not including v) Indebtedness (in this computation any Attributable Debt addition to Indebtedness described in clauses (i) through (iii) above) up to an amount equal to the lesser of (x) $200,000,000 and (y) five percent (5%) of Tangible Net Worth, that is currently being retired) would not exceed 10% of Consolidated Net Tangible Assets at the time of secured by Inventory (any such IncurrenceInventory, “Encumbered Inventory”).