Sprint - Nextel 2015 Annual Report Download - page 254

such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 8.14 Lessee Representative .
(a) Each Lessee hereby irrevocably appoints and constitutes SLV- III LLC (“ Lessee Representative ”) as its agent and
attorney-in-fact to (i) provide all notices and instructions to be given by the Lessees or any thereof under this Agreement and
the other Transaction Documents (and any notice or instruction provided by Lessee Representative shall be deemed to be
given by the applicable Lessee and shall bind such Lessee), (ii) receive notices and instructions to be given to the Lessees or
any thereof under this Agreement and the other Transaction Documents (and any notice or instruction provided to the Lessee
Representative shall be deemed to have been given to the applicable Lessee), (iii) make payments required to be paid by the
Lessees or any thereof under this Agreement and the other Transaction Documents (and any payment made by Lessee
Representative shall be deemed to be paid by the applicable Lessee), (iv) receive payments and disbursements to be made to
the Lessees or any thereof under this Agreement and the other Transaction Documents (and any payment made to Lessee
Representative shall be deemed to be paid to the applicable Lessee), (v) grant any security interest required to be granted by
any Lessee under the Transaction Documents, including any security interest in the Servicer Collection Accounts, and
execute and deliver any deposit account control agreement with respect to any such security interest granted by a Lessee in
the Servicer Collection Accounts or other deposit accounts in the name of any Lessee, (vi) take any such action on behalf of
the Lessees as the Lessee Representative deems appropriate to effectuate the sale and leaseback arrangements contemplated
under the Transaction Documents and to exercise such other powers as are reasonably incidental thereto to carry out the
purposes of this Agreement and the other Transaction Documents (and any action by Lessee Representative shall be deemed
to be made by the applicable Lessee and shall bind such Lessee) and (vii) execute and deliver any amendments, consents,
waivers or other instruments related to this Agreement and the other Transaction Documents on behalf of the other Lessees
(and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against each other
Lessee to the same extent as if made directly by such Lessee).
(b) Lessee Representative hereby accepts the appointment by the Lessees to act as the agent and attorney-in-fact of the
Lessees pursuant to this Section 8.14. Lessee Representative shall ensure that the disbursement of any payments to any
Lessee paid to or for the account of Lessee Representative shall be paid to or for the account of such Lessee.
(c) No resignation or termination of the appointment of Lessee Representative as agent as aforesaid shall be effective,
except after ten (10) Business Days’ prior written notice to the Buyer. If Lessee Representative resigns under this Agreement,
the Lessees shall be entitled to appoint a successor Lessee Representative (which shall be a Lessee). Upon the acceptance of
its appointment as successor Lessee Representative hereunder, such successor Lessee Representative shall succeed to all the
rights, powers and duties of
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