Sprint - Nextel 2015 Annual Report Download - page 255

the retiring Lessee Representative and the term “Lessee Representative” shall mean such successor Lessee Representative
and the retiring or terminated Lessee Representative’s appointment, powers and duties as Lessee Representative shall be
terminated.
SECTION 8.15 Mobile Leasing Solutions as Series LLC . Each Party hereto hereby acknowledges and agrees that Mobile
Leasing Solutions is a series limited liability company, and that accordingly the obligations and liabilities of the Buyer hereunder
and under the other Transaction Documents are and will be enforceable against the Buyer solely to the extent of the Series 1 Assets,
and not against any other assets of Mobile Leasing Solutions or against any other Series of Mobile Leasing Solutions or any assets of
any such other Series (whether held directly by such other Series or by Mobile Leasing Solutions on behalf of such other Series).
SECTION 8.16 Limited Recourse . Notwithstanding anything to the contrary contained in this Agreement or any other
Transaction Document, the obligations and liabilities of the Buyer under each of the Transaction Documents to which it is a party are
solely the obligations and liabilities of the Buyer and shall be payable solely to the extent of the Series 1 Pledged Assets, and the
proceeds of the realization thereof from whatever means, applied in accordance with this Agreement and the other Transaction
Documents. If the Series 1 Pledged Assets and the proceeds of the realization thereof from whatever means, including pursuant to
the enforcement of the MLS Security Documents, applied in accordance with the MLS Intercreditor Agreement and the other
Transaction Documents, are insufficient to discharge in full the obligations and liabilities of the Buyer under the MLS Intercreditor
Agreement and the other Transaction Documents, the rights of the Sprint Parties to receive any further amounts in respect of such
obligations and liabilities shall be extinguished and none of the Sprint Parties may take any further action to recover such amounts.
For the avoidance of doubt, no recourse shall be had to the assets of Mobile Leasing Solutions or the assets of any Series of Mobile
Leasing Solutions other than the Series 1 Pledged Assets to satisfy the obligations and liabilities of the Buyer under this Agreement
or any other Transaction Document.
[SIGNATURE PAGES FOLLOW]
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