Sprint - Nextel 2015 Annual Report Download - page 325

such Lessee Indemnitee’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court
of competent jurisdiction or (z) constituting recourse with respect to a Customer Receivable by reason of bankruptcy or insolvency,
or the financial or credit condition or financial default, of the related Customer.
Section 11. Addresses for Notices . The provisions of Section 21 (Notices) of the MLS Intercreditor Agreement shall
apply as if fully set forth herein.
Section 12. 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 Performance
Beneficiary hereunder and under the other Transaction Documents are and will be enforceable against Performance Beneficiary
solely to the extent of the assets of Series 1 (whether held by Series 1 directly or held in the name of Mobile Leasing Solutions on
behalf of Series 1) (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 13. Limited Recourse . Notwithstanding anything to the contrary contained in this Agreement or any other
Transaction Document, the obligations and liabilities of Performance Beneficiary under each of the Transaction Documents to which
it is a party are solely the obligations and liabilities of Performance Beneficiary and shall be payable solely to the extent of the Series
1 Assets that are subject to the MLS Security Documents (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 Performance Beneficiary 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 Performance Beneficiary under this
Agreement or any other Transaction Document.
[Signatures Follow]
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