Sprint - Nextel 2015 Annual Report Download - page 288

SECTION 11.13 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 Lessor hereunder and under the other Transaction Documents are and will be
enforceable against Lessor 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 Series or
by Mobile Leasing Solutions on behalf of such other Series).
SECTION 11.14 Limited Recourse .
Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations
and liabilities of Lessor under each of the Transaction Documents to which it is a party are solely the obligations and liabilities of
Lessor 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 the MLS Intercreditor 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 Lessor under this Agreement and the other Transaction Documents,
the rights of the other Parties to receive any further amounts in respect of such obligations and liabilities shall be extinguished and
none of the other 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 Lessor under this Agreement or any other Transaction Document.
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