Common use of Borrowers’ Obligations Joint and Several Clause in Contracts

Borrowers’ Obligations Joint and Several. The Borrowers (including any Additional Borrowers designated hereunder) shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any Borrower is a party, without regard to any defense, setoff or counterclaim which may at any time be available to or be asserted by any other Credit Party against the Lenders, or by any circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of any other Borrower’s liability hereunder, in bankruptcy or in any other instance, other than payment in full in cash of the Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations) and termination of the Commitments, and the Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any Collateral therefor or Guarantee thereof or right of offset with respect thereto. Each Borrower hereby acknowledges that this Agreement is the joint and several obligation of each Borrower and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower.

Borrowers’ Obligations Joint and Several. The (a) Each of the Borrowers (including any Additional Borrowers designated hereunder) shall have is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Borrowers’ Obligations, it being the intention of the parties hereto that all such Borrowers’ Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Borrowers’ Obligations as and when due or to perform any of the Borrowers’ Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Borrowers’ Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Borrowers’ Obligations, any requirement of diligence and, generally, all Obligations hereunder demands, notices and under other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Borrowers’ Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Loan Document to which action or acquiescence by any Borrower is a party, without regard to any defense, setoff or counterclaim which may Lender at any time be available to or be asserted times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any other Credit Party against the Lenders, or by Lender in respect of any circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes’ Obligations, and the taking, addition, substitution or might be construed to constituterelease, an equitable in whole or legal discharge in part, at any time or times, of any other Borrower’s liability hereundersecurity for any of the Borrowers’ Obligations or the addition, substitution or release, in bankruptcy whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other instanceaction or delay in acting or failure to act on the part of any Lender, other than payment including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 11.18, afford grounds for terminating, discharging or relieving such Borrower, in full whole or in cash part, from any of its obligations under this Section 11.18, it being the intention of each Borrower that, so long as any of the Obligations (other than contingent indemnification remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and unasserted expense reimbursement obligations) then only to the extent of such performance. The Borrowers’ Obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and termination of the Commitments, and the Obligations several liability of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Person at any time change whatsoever in the name, membership, constitution or place of any right or remedy against any formation of either Borrower or against any other Person which may be or become liable in respect Lender. (f) The provisions of all or any part this Section 11.18 are made for the benefit of the Obligations or against any Collateral therefor or Guarantee thereof or right of offset with respect thereto. Each Borrower hereby acknowledges that this Agreement is the joint Lenders and several obligation of each Borrower their respective successors and assigns, and may be enforced by any such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Borrowers’ Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Borrowers’ Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Section 11.18 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower separatelyhereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, whether without limitation, the federal Bankruptcy Code). Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPEEDWAY FUNDING, LLC, a Delaware limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO GUARANTORS: 600 RACING, INC., a North Carolina corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO ATLANTA MOTOR SPEEDWAY, INC., a Georgia corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO BRISTOL MOTOR SPEEDWAY, INC., a Tennessee corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO INEX CORP., a North Carolina corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO LAS VEGAS MOTOR SPEEDWAY, INC., a Delaware corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO MOTORSPORTS BY MAIL, LLC, a North Carolina limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO NEVADA SPEEDWAY, LLC, a Delaware limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SMI TRACKSIDE, LLC, a North Carolina limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPEEDWAY MEDIA, LLC, a North Carolina limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPEEDWAY SONOMA, LLC, a Delaware limited liability company By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPEEDWAY SYSTEMS LLC, a North Carolina limited liability company By: SPR, Inc., its manager By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO SPR, INC., a Delaware corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO TEXAS MOTOR SPEEDWAY, INC., a Texas corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO TRACKSIDE HOLDING CORPORATION, a North Carolina corporation By /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title CFO ADMINISTRATIVE AGENT: By /s/ Xxxxx X. Xxxx Xx. Title Xxxxx X. Xxxx, Xx. Managing Director SYNDICATION AGENT: By Title DOCUMENTATION AGENTS: By Title By Title By Title ADMINISTRATIVE AGENT: By Title SYNDICATION AGENT: By /s/ Xxxx Xxxxxxxx Title Vice President DOCUMENTATION AGENTS: By Title By Title By Title ADMINISTRATIVE AGENT: By Title SYNDICATION AGENT: By Title DOCUMENTATION AGENTS: By /s/ Xxxxxx Xxx Title Xxxxxx Xxx Senior Vice President By Title By Title ADMINISTRATIVE AGENT: By Title SYNDICATION AGENT: By Title DOCUMENTATION AGENTS: By Title By /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title Managing Director By Title ADMINISTRATIVE AGENT: By Title SYNDICATION AGENT: By Title DOCUMENTATION AGENTS: By Title By Title By /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Title Director AND BOOK MANAGER: By /s/ Xxxxx X. Xxxx, Xx. Title Xxxxx X. Xxxx, Xx. Managing Director LENDERS: By /s/ Xxxxx X. Xxxx, Xx. Xxxxx X. Xxxx, Xx. Title Managing Director By Title By Title By Title By Title [SIGNATURES CONTINUE] AND BOOK MANAGER: By Title LENDERS: By Title By /s/ Xxxxxx Xxxxxxxxx Title Vice President By Title By Title By Title AND BOOK MANAGER: By Title LENDERS: By Title By Title By /s/ Xxxxxxx X. Xxxxxxxx Title Account Officer By Title By Title AND BOOK MANAGER: By Title LENDERS: By Title By Title By Title By /s/ T. Xxx Xxxxxxxx Title Senior Vice President By Title AND BOOK MANAGER: By Title LENDERS: By Title By Title By Title By Title By /s/ Xxxxxx Xxx Xxxxxx Xxx Title Senior Vice President By /s/ X. Xxxxx Peak X. Xxxxx Peak Title Vice President By Title By Title By Title By Title By Title By Title By /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title Senior Vice President By Title By Title By Title By Title By Title By Title By /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Title Managing Director By Title By Title By Title By Title By Title By Title By /s/ Xxxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxxxx Title Vice President By Title By Title [SIGNATURES CONTINUE] By Title By Title By Title By Title By /s/ Xxxxx Xxxxx Title SVP By Title By Title By Title By Title By Title By Title By /s/ Xxxxx X. Xxxxxx Title Group Vice President By /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title AVP By Title By Title By Title By Title By /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Title Director By Title By Title By Title By Title By /s/ Xxxx Xxxxxxxx Title Vice President By Title By Title By Title By Title By /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Title Asst Vice President May , 2003 FOR VALUE RECEIVED, SPEEDWAY MOTORSPORTS, INC., a Delaware corporation, and SPEEDWAY FUNDING, LLC, a Delaware limited liability company (each a “Borrower” and collectively the “Borrowers”), hereby jointly and severally promise to pay to the order of , its successors and assigns (the “Lender”), at the office of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), at 000 X. Xxxxx Street, Independence Center, NC1-001-15-04, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (or at such other place of places as the holder hereof may designate), at the times set forth in the Credit Agreement dated as of the date hereof among the Borrowers, the Lenders and the Administrative Agent (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”; all capitalized terms not enforcement otherwise defined herein shall have the meanings set forth in the Credit Agreement), but in no event later than the Termination Date, in Dollars and in immediately available funds, the Lender’s Revolving Committed Amount or, if less, the aggregate unpaid principal amount of all Revolving Loans owing to the Lender pursuant to the Credit Agreement, and to pay interest thereon at the rates and as provided in the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default the balance outstanding hereunder shall bear interest as provided in Section 3.1 of the Credit Agreement. Further, in the event the payment of all sums due hereunder is accelerated under the terms of the Credit Agreement, this Note, and all other indebtedness of the Borrowers to the Lender shall become immediately due and payable, without presentment, demand, protest or notice of any right kind, all of which are hereby waived by the Borrowers. In the event this Note is not paid when due at any stated or remedy hereunder has been sought against accelerated maturity, the Borrowers agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys’ fees. All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof may be endorsed by the holder hereof on Schedule A attached hereto and incorporated herein by reference, or on a continuation thereof which shall be attached hereto and made a part hereof; provided, however, that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect the obligation of the Borrowers to make payments of principal and interest in accordance with the terms of this Note. The Borrowers hereby waive demand, presentment, protest, notice of non-payment and protest and notice of any other Borrowerkind with respect to this Note. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of North Carolina.

Borrowers’ Obligations Joint and Several. The (a) Each of the Borrowers (including any Additional Borrowers designated hereunder) shall have is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Borrowers’ Obligations, it being the intention of the parties hereto that all such Borrowers’ Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Borrowers’ Obligations as and when due or to perform any of the Borrowers’ Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Borrowers’ Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.18 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Borrowers’ Obligations, any requirement of diligence and, generally, all Obligations hereunder demands, notices and under other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Borrowers’ Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Loan Document to which action or acquiescence by any Borrower is a party, without regard to any defense, setoff or counterclaim which may Lender at any time be available to or be asserted times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any other Credit Party against the Lenders, or by Lender in respect of any circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes’ Obligations, and the taking, addition, substitution or might be construed to constituterelease, an equitable in whole or legal discharge in part, at any time or times, of any other Borrower’s liability hereundersecurity for any of the Borrowers’ Obligations or the addition, substitution or release, in bankruptcy whole or in part, of either Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other instanceaction or delay in acting or failure to act on the part of any Lender, other than payment including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 11.18, afford grounds for terminating, discharging or relieving such Borrower, in full whole or in cash part, from any of its obligations under this Section 11.18, it being the intention of each Borrower that, so long as any of the Obligations (other than contingent indemnification remain unsatisfied, the obligations of such Borrower under this Section 11.18 shall not be discharged except by performance and unasserted expense reimbursement obligations) then only to the extent of such performance. The Borrowers’ Obligations of each Borrower under this Section 11.18 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and termination of the Commitments, and the Obligations several liability of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Person at any time change whatsoever in the name, membership, constitution or place of any right or remedy against any formation of either Borrower or against any other Person which may be or become liable in respect Lender. (f) The provisions of all or any part this Section 11.18 are made for the benefit of the Obligations or against any Collateral therefor or Guarantee thereof or right of offset with respect thereto. Each Borrower hereby acknowledges that this Agreement is the joint Lenders and several obligation of each Borrower their respective successors and assigns, and may be enforced by any such Person from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any of the Borrowers’ Obligations or to elect any other remedy. The provisions of this Section 11.18 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Borrowers’ Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Section 11.18 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower separatelyhereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrowerwithout limitation, the federal Bankruptcy Code).

Borrowers’ Obligations Joint and Several. The (a) Each of the Borrowers (including any Additional Borrowers designated hereunder) shall have is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the obligations of the Borrowers under the Credit Documents (the "Credit Obligations"), it being the intention of the parties hereto that all such Credit Obligations shall be the joint and several obligations of each of the Borrowers without preferences or dis tinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Credit Obligations as and when due or to perform any of the Credit Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Credit Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.15 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Credit Obligations, any requirement of diligence and, generally, all Obligations hereunder demands, notices and under other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Credit Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Loan Document to which action or acquiescence by any Borrower is a party, without regard to any defense, setoff or counterclaim which may Lender at any time be available to or be asserted times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any other Credit Party against the Lenders, or by Lender in respect of any circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutesCredit Obligations, and the taking, addition, substitution or might be construed to constituterelease, an equitable in whole or legal discharge in part, at any time or times, of any other Borrower’s liability hereundersecurity for any of the Credit Obligations or the addition, substitution or release, in bankruptcy whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other instanceaction or delay in acting or failure to act on the part of any Lender, other than payment including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 11.15, afford grounds for terminating, discharging or relieving such Borrower, in full whole or in cash part, from any of its obligations under this Section 11.15, it being the intention of each Borrower that, so long as any of the Obligations (other than contingent indemnification remain unsatisfied, the obligations of such Borrower under this Section 11.15 shall not be discharged except by performance and unasserted expense reimbursement obligations) then only to the extent of such performance. The Credit Obligations of each Borrower under this Section 11.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and termination of the Commitments, and the Obligations several liability of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any Lender. (f) The provisions of this Section 11.15 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person at any from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any right Lender first to marshal any of its claims or remedy to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or against to resort to any other Person which may be source or become liable in respect means of all or obtaining payment of any part of the Obligations or against to elect any Collateral therefor other remedy. The provisions of this Section 11.15 shall remain in effect until all the Obligations shall have been paid in full or Guarantee thereof otherwise fully satisfied. If at any time, any payment, or right any part thereof, made in respect of offset with respect thereto. Each Borrower hereby acknowledges that any of the Credit Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Agreement is Section 11.15 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint and several obligation obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federa or state and may be enforced against each Borrower separatelyinclu ding, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrowerwithout limitation, the federal Bankruptcy Code).

Borrowers’ Obligations Joint and Several. The (a) Each of the Borrowers (including any Additional Borrowers designated hereunder) shall have is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the obligations of the Borrowers under the Credit Documents (the "Credit Obligations"), it being the intention of the parties hereto that all such Credit Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. (c) If and to the extent that either of the Borrowers shall fail to make any payment with respect to any of the Credit Obligations as and when due or to perform any of the Credit Obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Credit Obligation. (d) The obligations of each Borrower under the provisions of this Section 11.15 constitute full recourse obligations of the Borrowers, enforceable against the Borrowers to the full extent of their properties and assets, irrespective of the validity, regularity or enforceability of this Credit Agreement or any other circumstances whatsoever. (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loan made under this Credit Agreement, notice of occurrence of any Event of Default, or of any demand for any payment under this Credit Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Credit Obligations, any requirement of diligence and, generally, all Obligations hereunder demands, notices and under other formalities of every kind in connection with this Credit Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Credit Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Loan Document to which action or acquiescence by any Borrower is a party, without regard to any defense, setoff or counterclaim which may Lender at any time be available to or be asserted times in respect of any default by either Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any and all other indulgences whatsoever by any other Credit Party against the Lenders, or by Lender in respect of any circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutesCredit Obligations, and the taking, addition, substitution or might be construed to constituterelease, an equitable in whole or legal discharge in part, at any time or times, of any other Borrower’s liability hereundersecurity for any of the Credit Obligations or the addition, substitution or release, in bankruptcy whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other instanceaction or delay in acting or failure to act on the part of any Lender, other than payment including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which might, but for the provisions of this Section 11.15, afford grounds for terminating, discharging or relieving such Borrower, in full whole or in cash part, from any of its obligations under this Section 11.15, it being the intention of each Borrower that, so long as any of the Obligations (other than contingent indemnification remain unsatisfied, the obligations of such Borrower under this Section 11.15 shall not be discharged except by performance and unasserted expense reimbursement obligations) then only to the extent of such performance. The Credit Obligations of each Borrower under this Section 11.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to either Borrower or any Lender. The joint and termination of the Commitments, and the Obligations several liability of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of either Borrower or any Lender. (f) The provisions of this Section 11.15 are made for the benefit of the Lenders and their respective successors and assigns, and may be enforced by any such Person at any from time to time against either of the Borrowers as often as occasion therefor may arise and without requirement on the part of any right Lender first to marshal any of its claims or remedy to exercise any of its rights against either of the other Borrowers or to exhaust any remedies available to it against the other Borrower or against to resort to any other Person which may be source or become liable in respect means of all or obtaining payment of any part of the Obligations or against to elect any Collateral therefor other remedy. The provisions of this Section 11.15 shall remain in effect until all the Obligations shall have been paid in full or Guarantee thereof otherwise fully satisfied. If at any time, any payment, or right any part thereof, made in respect of offset with respect thereto. Each Borrower hereby acknowledges that any of the Credit Obligations, is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or reorganization of either of the Borrowers, or otherwise, the provisions of this Agreement is Section 11.15 will forthwith be reinstated in effect, as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint and several obligation obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and may including, without limitation, the federal Bankruptcy Code). Each of the parties hereto has caused a counterpart of this Credit Agreement to be enforced against each Borrower separatelyduly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, whether or not enforcement of any right or remedy hereunder has been sought against any other BorrowerINC., a Delaware corporation By: /s/ Xxxxxxx X.Xxxxxx Title: Chief Financial Officer and Vice President SPEEDWAY FUNDING CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: 600 RACING, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President ATLANTA MOTOR SPEEDWAY, INC., a Georgia corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President [SIGNATURES CONTINUE] BRISTOL MOTOR SPEEDWAY, INC., a Tennessee corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President CHARLOTTE MOTOR SPEEDWAY, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President INEX CORP., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President LAS VEGAS MOTOR SPEEDWAY, LLC, a Nevada limited liability company By: /s/ Xxxxxxx X. Xxxxxx Title: Manager SMI SYSTEMS, LLC, a Nevada limited liability company By: /s/ Xxxxxxx X. Xxxxxx Title: Manager SONOMA FUNDING CORPORATION, a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President [SIGNATURES CONTINUE] SPEEDWAY CONSULTING & DESIGN, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President SPEEDWAY SYSTEMS LLC, a North Carolina limited liability company By: IMS Systems Limited Partnership, its sole manager By: Speedway Motorsports, Inc., its general partner By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President SPR ACQUISITION CORPORATION, a California corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President TEXAS MOTOR SPEEDWAY, INC., a Texas corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President THE SPEEDWAY CLUB, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President [SIGNATURES CONTINUE] SPEEDWAY SCREEN PRINTING, LLC, a North Carolina limited liability company By: /s/ Xxxxxxx X. Xxxxxx Title: Manager IMS SYSTEMS LIMITED PARTNERSHIP, a North Carolina limited partnership company By: SPEEDWAY MOTORSPORTS, INC., its general partner By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President LENDERS: BANK ONE, TEXAS, N.A. By: /s/ Xxxxxxx Xxxx Title: Vice President CREDIT LYONNAIS ATLANTA AGENCY By: /s/ Xxxxx X. Xxxxxx Title: First Vice President and Manager FIRST AMERICAN NATIONAL BANK By: /s/ H. Xxxx Xxxxxxx Title: Assistant Vice President FIRST SECURITY BANK OF NEVADA By: /s/ Xxxxxx Xxxx Title: Senior Vice President [SIGNATURES CONTINUE] FIRST UNION NATIONAL BANK By: /s/ illegible Title: Senior Vice President FLEET NATIONAL BANK By: /s/ illegible Title: Vice President NATIONAL CITY BANK OF KENTUCKY By: /s/ illegible Title: Vice President NATIONSBANK, N.A. By: /s/ Xxxxx X. Xxxx, Xx. Title: Senior Vice President SCOTIABANC, INC. By: /s/ Xxxxxx X. Xxxxxxx Title: Senior Relationship Manager SOUTHTRUST BANK, N.A. By: /s/ illegible Title: Group Vice President [SIGNATURES CONTINUE] SUNTRUST BANK, ATLANTA By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President ADMINISTRATIVE AGENT: NATIONSBANK, N.A.