Sprint - Nextel 2015 Annual Report Download - page 333

and other agents’ fees and expenses incurred in connection with any of the foregoing or in advising such Persons as to their
respective rights and remedies under this Guaranty; and
(b) all stamp and other similar Taxes and fees payable or determined to be payable in connection with the execution and
delivery, and, if applicable, filing and recording, of this Guaranty, and agrees to indemnify and hold harmless Guaranty Beneficiary
against any liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees; provided ,
however , that so long as no Lease Default or Lease Event of Default has occurred and remains continuing, Guarantor’s obligation
under this Section 7 to pay the reasonable and documented attorneys’ fees and expenses incurred by Guaranty Beneficiary shall be
limited to paying the reasonable and documented fees and expenses of one law firm selected by Guaranty Beneficiary in its sole
discretion; provided , further , however , that, for the avoidance of doubt, such limitation shall not apply to any reasonable and
documented attorneys’ fees and expenses incurred by Guaranty Beneficiary during the continuance of a Lease Default or Lease
Event of Default even if such event subsequently ceases to be continuing.
Section 8. Addresses for Notices . The provisions of Section 21 (Notices) of the MLS Intercreditor Agreement shall apply
as if fully set forth herein.
Section 9. 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 Guaranty Beneficiary
hereunder and under the other Transaction Documents are and will be enforceable against Guaranty 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 10. Limited Recourse . Notwithstanding anything to the contrary contained in this Guaranty or any other
Transaction Document, the obligations and liabilities of Guaranty Beneficiary under each of the Transaction Documents to which it
is a party are solely the obligations and liabilities of Guaranty 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 Guaranty 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 Guaranty 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
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