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HomeMy WebLinkAboutAPPROVED Leasef-e ATTN:stian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6t' Floor Pittsburgh, PA 15222 (412) 394-5400 N393-73q &�tTN, CLERK OF THE ctRcuiT cpURi ,�oS'EPF4 E. SAtN7 t UCtE GOUN fY 04:32 PM e ASGMT FILE # 346319� PAGE 2734 t 2752 CMG TYP ' OR B00SC . `v y83.00 RECORDJNG ASSIGNMENT AND ASSUMPTION OF SITE LEASE for the Tower Site located at: Tower Site: Street Address City: County: State: Fox 5041. St. Lucie Boulevard Fort Pierce St. Lucie Florida between PJ DEVELOPMENT, LLC, as "Assignor" TOWER DEVELOPMENT CORPORATION, as "Assignee" Return to: M. Cater Fidelity National Title 7130 Glen Forest Dr. #300 Richmond, VA 23226 BU Number 5800245 (13w42395 1) ASSIGNMENT AND ASSUMPTION OF SITE LEASE (PJ Development — Fox) THIS ASSIGNMENT AND ASSUMPTION OF SITE LEASE (this "Assignment") is hereby made and entered into as of the 91h day of April, 2010 (the "Closing Date"), by and between P.I DEVELOPMENT, LLC, a Florida limited liability company, with its principal place of business located at 7341 Westport Place, Unit A, West Palm Beach, Florida 33413 ("Assignor"), and TOWER DEVELOPMENT CORPORATION, a Maryland corporation, having a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 ("Assignee"), by and through its attorney -in -fact, CROWN CASTLE USA INC., a Pennsylvania corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 ("Crown"). RECITALS A. Assignor and Charles H. Fox, an individual, David A. Hoines and Bonnie K. Hoines, husband and wife, and David E. Chapper, an individual, (collectively, the "Landlord"), entered into that certain Lease Agreement for Property Located in the State of Florida dated May 14, 2008, as amended by that certain First Amendment to Site Lease Agreement dated July 10, 2008, as further amended by that certain Second Amendment to Site Lease Agreement dated February 18, 2009 and recorded in the real estate records of St. Lucie County, Florida on May 12, 2009 at Deed Book 3088, Page 1631, and as further amended by that certain Agreement Regarding Lease dated April 7, 2010 and recorded in the real property records of St. Lucie County, Florida (collectively, the "Site Lease Agreement") pursuant to which Assignor leased from Landlord certain real property owned by Landlord located in St. Lucie County, Florida and by which Landlord granted Assignor certain access and utility easements (the "Leased Premises"). The Leased Premises are hereinafter further described on Exhibit A attached hereto. B. Assignor, David A. Hoines and Charles H. Fox recorded a Memorandum of Agreement with the Clerk of St. Lucie County, Florida on May 20, 2008 at Deed Book 2975, Page 759 (the "Initial Memorandum of Lease"). C. To confirm execution by all fee owners of the Premises, Assignor and Landlord executed a second Memorandum of Agreement evidencing the existence of the Site Lease Agreement which was recorded in the real estate records of St. Lucie County, Florida on August 25, 2008 at Deed Book 3007, Page 2695 (the "Second Memorandum of Lease") (the Site Lease Agreement, the Initial Memorandum of Lease and the Second Memorandum of Lease collectively referred to herein as the "Site Lease"). D. On or about November 20, 2007, Assignor and Crown entered into a Master Asset Purchase Agreement (the "Asset Purchase Agreement") and a Tower Build Affiliate Agreement (the "Affiliate Agreement") pursuant to which, among other matters, Assignor agreed to assign its interest in the Site Lease to Crown or its assignee, as more specifically set forth herein and in BU Number 5800245 jB0142395,11 the Asset Purchase Agreement, This Assignment is being delivered pursuant to the Asset Purchase Agreement and the Affiliate Agreement. E. Pursuant to that certain Amended and Restated Tower Facility Development and Acquisition Agreement effective as of May 29, 2009 (the "Development and Acquisition Agreement'), and other transactional documents relating thereto,. by and between Crown and Assignee, among others, Crown has previously assigned its rights to acquire the Site Lease to Assignee. F. Pursuant to that certain Limited Power of Attorney dated August 18, 2009 (the "Limited Power of Attorney"), a copy of which is attached hereto as Exhibit B, by and between Crown and Assignee, Crown is authorized to review, negotiate, and execute this Assignment on Assignee's behalf. G. Assignor desires to assign the Site Lease to Assignee, and Assignee desires to assume certain rights and obligations under the Site Lease. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, each to the other in hand paid, and the premises and covenants hereinafter set forth, Assignor and Assignee agree as follows, intending to be legally bound hereby: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Any capitalized terms not defined herein shall have those meanings as set forth in Exhibit A to the Affiliate Agreement. 2. Assignment. of Site Lease. Subject to Section. 3 below, Assignor hereby grants, conveys, sells, assigns, transfers and delivers to Assignee all of its rights, title, interest, duties and obligations under the Site Lease (free and clear of all Encumbrances, except Permitted Encumbrances). In addition, Assignor hereby grants, conveys, assigns, transfers and delivers to Assignee: (a) all of Assignor's rights to easements and/or licenses which authorize ingress and egress to the Leased Site described in the Site Lease and/or placement of guy wires, anchors and utilities; and, (b) all other rights, privileges and appurtenances including, without limitation, Appurtenant Rights owned by Assignor, reversionary or otherwise, and in any way related to the Site Lease. I Assumption of Assumed Liabilities. Assignee hereby accepts the assignment of the Site Lease as herein set forth, and assumes, and otherwise agrees to pay, satisfy and discharge all Liabilities of Assignor under the Site Lease, but only to the extent that such Liabilities are expressly identified as Assumed Liabilities in Section 4.1 of the Asset Purchase Agreement. Notwithstanding the assumption of the Assumed Liabilities with respect to the Site Lease as set forth above, nothing herein shall be deemed or construed to relieve Assignor, or to be an assumption by Assignee, of any Retained Liability or of any Liability arising from any event, condition, occurrence or other matter which is the subject of a Default by Assignor of a representation, warranty or covenant contained in the Asset Purchase Agreement, irrespective of 2 BU Number 5800245 (80142395,1) whether such Liability arises or matures on, before or after the Closing Date. It is expressly agreed by the parties that Assignee assumes no obligation or Liability with regard to, and Assignor shall indemnify and hold Assignee harmless from any Liabilities resulting from, the failure to comply with, or default under, Part (A)(9) of that certain Order Granting Approval for a Minor Site Plan for the Project known as "SL 2617 for Telecommunication Tower," dated September 11, 2009 and recorded in the real property records of St. Lucie County, Florida on September 28, 2009 in Deed Book 3131, Page 2447. 4. Reliance on the Limited Power of Attorne . Crown is authorized to review, negotiate, and execute this Assignment pursuant to the rights granted it by Assignee pursuant to the Development and Acquisition Agreement and the Limited Power of Attorney. Assignor is entitled to accept and rely on the Limited Power of Attorney as proof that Crown is duly authorized to review, negotiate, and execute this Assignment for and on behalf of Assignee. As of the effective date of this Assignment, the Limited Power of Attorney is in full effect and has not been revolted by Assignee. 5. Execution and County arts. To facilitate execution, the parties hereto agree that this Assignment may be executed and telecopied or emailed to the other party and that the executed telecopy or emailed document shall be binding and enforceable as an original; provided, however, that at least one original signature of Assignor is provided to Assignee for recordation purposes. This Assignment may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 6. Further Assurances• Recordation. The parties hereby covenant and agree to execute and have executed all such further assignments, instruments of transfer and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary or appropriate in order to accomplish more fully and effectively the assignment and assumption of the Site Lease contemplated hereby. Assignor and Assignee acknowledge that this Assignment will be recorded, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded_ [The remainder of this page is left blank intentionally.] 3 BU Number 5800245 (00142395,11 IN WITNESS WHEREOF, the Parties have executed this Assignment as of the Closing Date. ATTEST: ASSIGNOR: PJ DEVELOPMENT, LLC Print Name. .yt i'��Zi # 4-tr�•C�n Name: Paul Scott Title: Mana in Partner AtN me: ke,,Zjlt� NOTARIAL AFFIDAVIT STATE OF FLORIDA � j,, : SS: COUNTY OF � � I M 1 I, ����(5� , a Notary Public within and for the State of Florida, duly commissioned and acting, do hereby certify that on this 9`h day of April, 2010, personally appeared before me Paul Scott of PJ Development, LLC, a Florida limited liability company, to me personally known to be the person who signed the foregoing Assignment and Assumption of Site Lease, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the managing partner of the said entity and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged, that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. otary Pu l My Commission Expires: g Notary Public5tateoiFlorida Stacey Erickson my CommissionDD580699 ExRkes08123l2©10 [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF SITE LEASE] [PJ DEVELOPMENT —FOX) BU Number 5800245 {s0142395.1) ATTEST: ASSIGNEE: TOWER DEVELOPMENT CORPORATION a Maryland corporation By. Crown Castle USA Inc., a Pennsylvania corporation, lawful agent and attorney -in -fact for Tower Development Corporation By: [ Namme: David J. czos Title: Vice Pre 'dent — Natio�te�lc ment NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA AXIS COUNTY OF WASHINGTON I, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 9''' day of April, 2010, personally appeared before me David J. Tanczos, of Crown Castle USA Inc., the attorney -in -fact for Tower Development Corporation, a Maryland corporation, to me personally known to be the person who signed the foregoing Assignment and Assumption of Site Lease, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President — National Site Development of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. � xe t At,Af Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF PENNSYLVANIA NoWai Seat ShORR Osboma, Notary PUMC Canmsburg Bom, Wa�shtngton ow* NtY Cammiesk)n F tM Nov. 2D10 Member, Pennsylvania Association al Notaries [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF SITE LEASE] tPJ DEVELOPMENT - FOX] BU Number 580245 ($0142395.1) EXHIBIT A Leased Premises PARENT PARCEL (PARCEL 2 IN OFFICIAL RECORD BOOK 2301, PAGE 2012) THE N.W. 1/4 OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, ST. LUCIE COUNTY, FLORIDA, LESS THE EAST 342.25 FEET THEREOF; LESS AND EXCEPT THE FOLLOWING DESCRIBED PARCEL: PARCEL ONE, THE SOUTH 139.33 FEET OF THE NORTH 237.33 FEET OF THE WEST 312.25 FEET OF THE EAST 684.50 FEET OF THE N.E. 1/4 OF THE N.W. 1/4 OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, ST. LUCIE COUNTY, FLORIDA. ALSO LESS AND EXCEPT SUCH OF THE FOLLOWING DESCRIBED PARCEL AS LIES WITHIN PARCEL 2: COMMENCE AT THE NORTH QUARTER (N 1/4) CORNER OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST; THENCE S 00109'12" W A DISTANCE OF 98.00 FEET; THENCE N 89°48'22" W TO THE WEST LINE OF THE EAST 684.50 FEET OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SAID SECTION 31, A DISTANCE OF 684.50 TO THE POINT OF BEGINNING; THENCE S 89°48'22" E, A DISTANCE OF 7.01 FEET; THENCE S 00°12'28" W, A DISTANCE OF 605.53 FEET; THENCE N 89°47'43" W, A DISTANCE OF 6.43 FEET; THENCE N 00°09'12" E, A DISTANCE OF 605.53 FEET TO THE POINT OF BEGINNING. SUBJECT TO AN EASEMENT OVER THE EAST 30 FEET THEREOF. TOWER PARCEL (OFFICIAL RECORD BOOK 3088, PAGE 1631) A PORTION OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTH QUARTER CORNER OF SAID SECTION 31; THENCE SOUTH 00°09'12" WEST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 98.00 FEET TO THE SOUTH RIGHT OF WAY LINE OF ST. LUCIE BOULEVARD; THENCE DEPARTING SAID EAST LINE, NORTH 89"48'22" WEST, ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 342.25 FEET; THENCE DEPARTING SAID SOUTH RIGHT OF WAY LINE, SOUTH 00-0912" WEST, A DISTANCE OF 766.00 FEET; THENCE NORTH 89048'22" WEST, A DISTANCE OF 54.96 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00"11'38" WEST, A DISTANCE OF 60.00 FEET; THENCE NORTH 89°48'22" WEST, A DISTANCE OF 120.00 FEET; THENCE NORTH 00'11'38" EAST, A DISTANCE OF 60.00 FEET; THENCE SOUTH 89048'22" EAST, A DISTANCE OF 120.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1653 ACRES OR 7200 SQUARE FEET, MORE OR LESS. INGRESS, EGRESS AND UTILITY EASEMENT (OFFICIAL RECORD BOOK 3088, PAGE 1631) A PORTION OF SECTION 31, TOWNSHIP 34 SOUTH, RANGE 40 EAST, ST, LUCIE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTH QUARTER CORNER OF SAID SECTION 31; THENCE SOUTH 00°09' 12" WEST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 98.00 FEET TO THE SOUTH RIGHT OF WAY LINE OF ST. LUCIE BOULEVARD; THENCE DEPARTING SAID EAST LINE, NORTH 89°48'22" WEST, ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 342.25 FEET; THENCE DEPARTING SAID SOUTH RIGHT OF WAY LINE, SOUTH 00-09'12" WEST, A DISTANCE OF 786.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00"09'12" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89048'22" WEST, A DISTANCE OF 54,99 FEET; THENCE NORTH 00011'38" EAST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°48'22" EAST, A DISTANCE OF 54.98 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0252 ACRES OR 1099 SQUARE FEET, MORE OR LESS. BU Nwnber 5800245 (B0142395J1 EXHIBIT B Limited Power of Attorney [See Attached Pages] BU Number 5900245 (HQ142395.1) AFTER RECORDATION, PLEASE RETURN TO: Tower Development Corporation c/o ATTN-. Christian A. Farmakis, Esquire Babst, Callancl, Clements and Zom ir, P.C. Two Gateway Center, 80` Floor Pittsburgh, PA 15222 (412) 394-5400 LINUTED POWER OF ATTORNEY This LIMITED POWER OF ATTORNEY is made and entered into by TO"R DEVELOPMENT CORPORATION, a Maryland special purpose corporation ("TDC") in favor of CROWN CASTLE USA INC., a Pennsylvania corporation ("Crown") and CROWN CASTLE BP ATT LLC, a Delaware limited liability company ("Crown Subtenant"); and by PR TDC LLC, a Delaware limited liability company ("PR TDC") in favor of CROWN CASTLE PUERTO RICO CORP., a Puerto Rico corporation ("PR Crown") and CROWN SUBTENANT. Crown, PR Crown and Crown Subtenant are also executing this Limited Power of Attorney solely with respect to Sections I, 3, 4, 5 and 6. RECITALS A. Effective as of May 29, 2009, Crown Castle International Corp., Crown, PR Crown, TDC, PR TDC, Crown Subtenant and Berkshire Fund VII, L.P. entered into that certain Amended and Restated Tower Facility Development and Acquisition Agreement. ("Tower Facility Agreement"); B. Effective as of March 30, 2009, TDC and Crown entered into that certain Tower Site Management Services Agreement (the "Original Tower Management Agreement"), and effective as of May 29, 2009, Crown, PR Crown, TDC and PR TDC entered into that certain Amendment to Tower Site Management Services Agreement (the "Amendment to Tower Site Management Services Agreement", and together with the Original Tower Management Agreement, collectively, the "Tower Management Agreement"); C. Effective as of March 30, 2009, TDC and Crown Subtenant entered into that certain Master Sublease (the "Original Master Sublease"), and effective as of May 29, 2009, TDC, PR TDC and Crown Subtenant entered into that certain. Amendment to Master Sublease (the "Amendment to Master Lease", and together with the Original Master Sublease, collectively, the "Master Sublease); 1 D. Pursuant to, and subject to the limitations set forth in, the Tower Facility Agreement and the Tower Management Agreement, TUC agreed to grant to Crown limited powers of attorney to review, negotiate and execute on behalf of TDC certain agreements and documents, and PR TDC agreed to grant to PR Crown limited powers of attorney to review, negotiate and execute on behalf of PR TDC certain agreements and documents; E. By executing this Limited Power of Attorney, the parties desire to restate, confirm and reaffirm Crown's rights set forth in the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of TDC certain agreements and documents; and PR Crown's rights set forth in the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of PR TDC certain agreements and documents; and F. By executing this Limited Power of Attorney, TDC and PR TDC desire to grant to Crown Subtenant an additional limited power of attorney to review, negotiate and execute certain agreements and documents that will be created pursuant to the terms of the Master Sublease. NOW, TIMREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration paid to each other and the promises and covenants hereinafter set forth, TDC, PR TDC, Crown, PR Crown and Crown Subtenant agree as follows: 1. Incorporation of Recitals: Definitions. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Unless otherwise specified herein, any capitalized terms used herein and not otherwise defined herein shall have those meanings referenced and set forth in the Tower Facility Agreement. 2. Limited Power of Attorne . (a) With res ect to the Tower Facili A eem.ent and Tower Mana ement Agreement. TDC hereby makes, constitutes and appoints Crown as its true and lawful agent and attorney -in -fact, to act, with full power and authority, in the name, place and stead and for and on behalf of TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if Crown obtains the prior written consent of TDC, if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). Furthermore, PR TDC hereby makes, constitutes and appoints PR Crown as its true and lawful agent and attorney -in -fact, to act, with full power and authority, in the name, place and stead and for and on behalf of PR TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if PR Crown obtains the prior written consent of PR TDC, if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). 2 (i) Tenant Licenses and Tenant License Amendments (as such terms are defined in the Tower Management Agreement) pursuant to the Tower Management Agreement; provided that such Tenant Licenses and Tenant License Amendments do not contain any substantive terms and conditions that materially vary from Crown's typical Tenant License parameters utilized in its normal course of business consistent with past practices; (ii) All non -material agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to Wireless Sites (as defined in the Tower Management Agreement) pursuant to Section 4(b) of the Original Tower Management Agreement and Section 2 of the Amendment to Tower Site Management Services Agreement; (iii) All Site Leases and amendments to, and assignments of, Site Leases pursuant to Sections 4(c) and (d) of the Tower Management Agreement and Section 6.3.3 of the Tower Facility Agreement; provided that such Site Leases, amendments to and assignments of, Site Leases do not contain any substantive terms and conditions that materially vary from Crown's typical Site Lease parameters utilized in its normal course of business consistent with past practices; (iv) All non -material agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to the TDC Facilities pursuant to Section 6.3.3(c) of the Tower Facility Agreement; (v) Acquisition NDAs (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(a) of the Tower Facility Agreement; (vi) Letters of Intent (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(b) of the Tower Facility Agreement; and (vii) All Ancillary Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement, such Ancillary Acquisition Agreements include the following documents: master bills of sale and assignment and assumption agreements, individual assignment documents required or requested for recordation purposes, new site leases or easements needed in those instances when the selling party owns the fee parcel but does not want to convey its entire parcel to TDC or PR TDC, non - disturbance agreements, estoppel agreements, letters to landlords announcing that the TDC Facility (as defined in the Tower Facility Agreement) has changed ownership, joint letters to be signed by the selling party and TDC or PR TDC, as the case may be, informing customers that the TDC Facility has changed ownership, settlement statements (so long as the amounts contained thcrein materially conform to pre -approved amounts as contemplated by Section 6.3.4(c) of the Tower Facility Agreement), escrow agreements and title company affidavits and related certificates. It is TDC's intention to vest in Crown and PR TDC's intention to vest in PR Crown full power and authority to do and perform any and every act and thing whatsoever which may be 3 necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney, as fully as TDC and PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC to Crown and PR TDC to PR Crown. (b) With Res ect to the Master Sublease. Each of TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney -in -fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of all SSAs and SSA Amendments (as such terms are defined in the Master Sublease) but in each instance, only if (i) Crown Subtenant obtains the prior written approval of TDC or PR TDC, as the case may be, if required to do so pursuant to Sections 5 and 6 of the Master Sublease, before such execution; and (ii) the economic terms of the SSA (or SSA Amendment) are no worse than (and all other terms of the SSA (or the SSA Amendment) materially conform with) the corresponding SLA (as that term is defined in the Master Sublease) that is issued by the Tenant (as that term is defined in the Master Sublease), and the approval with respect thereto including the key terms and conditions of the approval was provided by the Crown Capital Committee and the TDC Representatives pursuant to the Tower Facility Agreement; provided that notwithstanding Section 5 of the Master Sublease, the parties acknowledge and agree that TDC and PR TDC will not be provided with a copy of the SLA (but will be presented with the Tenant's proposed economic terms of the SLA) prior to the parties' approval of a corresponding SSA or SSA Amendment at a Crown Capital Committee meeting or discussion. Crown Subtenant shall not have the right to execute SSAs and SSA Amendments that fail to satisfy clauses (i) and (ii) above without first obtaining the written approval from. TDC and PR TDC to do so. Upon receipt of such approval, TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney -in -fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of such approved SSAs and SSA Amendments. Crown Subtenant shall promptly provide to TDC and PR TDC complete documentation with respect to each SSA (or SSA Amendment) executed by Crown Subtenant pursuant to this Limited Power of Attorney, which documentation shall include complete documentation with respect to the corresponding SLA. It is TDC's and PR TDC's intention to vest in Crown Subtenant full power and authority to do and perform any and every act and thing whatsoever which may be necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney as fully as TDC or PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC and PR TDC to Crown Subtenant. In the event any provision set forth in this Section 2(b) is inconsistent with the provisions set forth in Sections 5 or 6 of the Master Sublease, the terms of this Section 2(b) shall govern the interpretation of the inconsistency and be binding on the parties. 3. No Additional Ri hts. Except for the new rights granted to Crown Subtenant pursuant to Section 2(b), this Limited Power of Attorney is intended to restate, confirm and reaffirm the rights afforded to Crown and PR Crown as set forth in the Tower 4 Facility Agreement and the Tower Management Agreement. Except for the new rights granted to Crown Subtenant pursuant to Section 2(b), nothing in this Limited Power of Attorney shall modify, expand or limit any of the rights or obligations of the parties that are set forth in the Tower Facility Agreement or the Tower Management Agreement. Without limiting the foregoing, Crown and PR Crown acknowledge and agree that they are not entitled to execute Main Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement (but are entitled to review and negotiate such Main Acquisition Agreements) which include the following documents: material acquisition -related agreements and documents, including purchase agreements, resolutions and certificates authorizing TDC or PR TDC, as the case may be, to consummate an Acquisition (as such term is defined in the Tower Facility Agreement), employment agreements and non -solicit and non. -compete agreements restricting TDC's or PR TDC's post -closing activities. 4. Reliance on this Limited Power of Attorney. This Limited Power of Attorney may be accepted and relied upon by any Person to whom it is presented until such time that it is revoked in writing by TDC and PR TDC and such revocation has been communicated to the Person otherwise entitled to rely hereon. The powers to execute documents and agreements granted herein by TDC to Crown and Crown Subtenant and by PR TDC to PR Crown and Crown Subtenant may be revoked by TDC and PR TDC, as the case may be, at any time in a writing delivered to Crown, PR Crown and Crown Subtenant, as the case may be. A revocation of the powers granted herein shall not affect any Person's acceptance or reliance of this Limited Power of Attorney prior to such revocation. Any Person accepting and relying upon this Limited Power of Attorney shall be expressly entitled to assume that Crown, PR Crown and Crown Subtenant, as the case may be, have received from TDC or PR TDC, as the case may be, all necessary prior approvals that are required to be obtained pursuant to the Tower Facility Agreement, the Tower Management Agreement or the Master Sublease, it being specifically acknowledged that such Person has no duty or obligation to investigate or inquire whether such prior approvals have been procured. Any disputes regarding whether the necessary prior approvals have been obtained by Crown, PR Crown or Crown Subtenant, as the case may be, shall be solely between TDC and Crown or Crown Subtenant, or PR TDC and PR Crown or Crown Subtenant, as the case may be. 5. Execution and Counterparts. This Limited Power of Attorney may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, appear on one or more of such counterparts. 6. Further Assurances, Recordation. The parties hereby covenant and agree to execute and have executed all such further instruments and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary or appropriate in order to accomplish more fully and effectively the intent and purpose of this Limited Power of Attorney. TDC, PR TDC, Crown, PR Crown and Crown Subtenant acknowledge that this Limited Power of Attorney may need to be recorded in one or more jurisdictions, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded in all applicable jurisdictions. The parties acknowledge and agree that this Limited Power of 5 Attorney has been entered into as a result of a commercial transaction, and both parties hereto are commercial entities. Executed on August 18, 2009; but effective as of March 30, 2009. [Remainder of page intentionally blank] rol IN WITNESS VaMREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: 'POWER DEVELOPMENT CORPORATION By: Print Name: 1 ' . Name: Eli'a eth L. Roffman Title: Secrete lClerk _L F I Pri Name: L NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK 1, Kelley A. Morrissey, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, Elizabeth L. Hoffman, of Tower Development Corporation, a Maryland special purpose corporation, to me personally known to be the person wbo signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity,. for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. 4w��. D' 4 5 Notary Public f My Commission Expires- 06/17/2016 [Signature Page to Limited Power of Attorney — Tower Development Corporation] 7 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the izrrnediately preceding page. ATTEST: PR TDC LLC �G By: Print Name: �1<. ��! Name: E zzabeth L. Ho an Title: Secretary/Clerk 4Printame,n-jn� NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK 1, Kelley A. Morrissey, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, Elizabeth L. Hoffman, of PR TDC LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set fortis. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 06/17/2016 [Signature Page to Limited Power of Attorney — PR TDC LLC] �3 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 5 ATTEST: CROWN CASTLE USA INC. LBy. Naz�te: avid J. T zos Print Name: Michelle Salisb Title: Vice Presi ezat National Site Develo znerat % � r l� Print Naze : ally Di guardi NOTARIAL ,AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF WASMIGTON 1, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duty commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, David Ta.nezos, of Crown Castle USA Inc., a Pennsylvania corporation, to me personally known to be the person who signed the Foregoing Limited Power of Attorney, and who, being by rare duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. My Commission Expires: 11/13/10 Notary Publie com PlrNNsnvaNfA Notanat seal Sheila Osbome, Notary Public Canonsburg aom, Washington County My Catnmisalon Expires Nov. 13,2D1 D futember, Penniylvanla AlEaaplatiGn of Nat9098 [Signature Page to Limited Power of Attorney — Crown Castle USA Inc.] E Solely with respect to, and as specified in, Sections 1., 3, 4, 5 and 6 ATTEST: CROWN CASTLE PUERTO RICO CORP. By: Name: David J. an zos Print Name: Michelle Salisbury Title: Vice President National Site Develo ment Print Name: ally Dioguardi NOT UAL AFEIDA T COMMONWEALTH OF PENNSYLVANI.A : : SS: COUNTY OF WASHINGTON I, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared. before me, David Tanezos, of Crown Castle Puerto Rico Corp., a Puerto Rico corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by the duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written_ Notary Public My Commission Expires: 11 /13/10 COMMONWEALTH OF PENNSYLVANIA Notarial Seal Shells Osboma, Notary Public Canonsburg Sara, Washingm Cou* My 00MMleslon E*res Nov. 13, 2010 Member, Penniylvanla Assoalallon of Notaries [Signature Page to Limited Power of Attorney — Crown Castle Puerto Rico Corp.] 10 ATTEST: Print Name: Michelle Salisbury DLL �. Print Nam8:ally Di guardi Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and. 6 CROWN CASTLE BP ATT LLC By: Name: David7ident, Title: Vice Pational Site Devela ment NOTARIAL AFFIDAVXT COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF WASHINGTON I, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, David. Tanczos, of Crown Castle BP ATT LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by rare duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written - Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF PENNSYLVANIA Notat'ial Seal Sheila Osbome, Notary Public Canonsburg Sm, Washington County My Comntlasion Expo NoV.13, 2010 Member, PennsyWanku Aaaoaigtion of Noilk Oa [Signature Page to Li nited Power of Attorney — Crown Castle BP ATT LLCJ 11 Return to: M. Cater Fidelity National Title 7130 Glen Forest Dr. #300 Richmond, VA 23226 ke�ave`j��pmentMorp' anon c/o ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zornir, P.C. Two Gateway Center, 8t' Floor Pittsburgh, PA 15222 (412) 394-5400 118:a3.I 3I JOSEPH E. SMITH, CLERK OF THE CIRCUIT COURT SAINT LUCIE COUNTY F11-E # 3467256 04126/2010 et 04:32 PIN OR BOOK 3190 PAGE 2695 - 2705 Dor Type: PA RECORUNG: $95.00 LIMITED POWER OF ATTORNEY This LIMITED POWER OF ATTORNEY is made and entered into by TOWER DEVELOPMENT CORPORATION, a Maryland special purpose corporation ("TDC") in favor of CROWN CASTLE USA INC., a Pennsylvania corporation ("Crown') and CROWN CASTLE BP ATT LLC, a Delaware limited liability company ("Crown Subtenant"); and by PR TDC LLC, a Delaware limited liability company ("PR TDC") in favor of CROWN CASTLE PUERTO RICO CORP., a Puerto Rico corporation ("PR Crown") and CROWN SUBTENANT. Crown, PR Crown and Crown Subtenant are also executing this Limited Power of Attorney solely with respect to Sections 1, 3, 4, 5 and G. RECITALS A. Effective as of May 29, 2009, Crown Castle International Corp., Crown, PR Crown, TDC, PR TDC, Crown Subtenant and Berkshire Fund VII, L.P. entered into that certain Amended and Restated Tower Facility Development and Acquisition Agreement ("Tower Facility Agreement'); B. Effective as of March 30, 2009, TDC and Crown entered into that certain Tower Site Management Services Agreement (the "Original Tower Management Agreement"), and effective as of May 29, 2009, Crown, PR Crown, TDC and PR TDC entered into that certain Amendment to Tower Site Management Services Agreement (the "Amendment to Tower Site Management Services Agreement", and together with the Original Tower Management Agreement, collectively, the "Tower Management Agreement"); C. Effective as of March 30, 2009, TDC and Crown Subtenant entered into that certain Master Sublease (the "Original Master Sublease"), and effective as of May 29, 2009, TDC, PR TDC and Crown Subtenant entered into that certain Amendment to Master Sublease (the "Amendment to Master Lease", and together with the Original Master Sublease, collectively, the "Master Sublease); 1 D. Pursuant to, and subject to the limitations set forth in, the Tower Facility Agreement and the Tower Management Agreement, TDC agreed to grant to Crown limited powers of attorney to review, negotiate and execute on behalf of TDC certain agreements and documents, and PR TDC agreed to grant to PR Crown limited powers of attorney to review, negotiate and execute on behalf of PR TDC certain agreements and documents; E. By executing this Limited Power of Attorney, the parties desire to restate, confirm and reaffirm Crown's rights set forth in the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of TDC certain agreements and documents; and PR Crown's rights set forth in the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of PR TDC certain agreements and documents; and F. By executing this Limited Power of Attorney, TDC and PR TDC desire to grant to Crown Subtenant an additional limited power of attorney to review, negotiate and execute certain agreements and documents that will be created pursuant to the terms of the Master Sublease. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration paid to each other and the promises and covenants hereinafter set forth, TDC, PR TDC, Crown, PR Crown and Crown Subtenant agree as follows: 1. lnco oration of Recitals Definitions. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Unless otherwise specified herein, any capitalized terms used herein and not otherwise defined herein shall have those meanings referenced and set forth in the Tower Facility Agreement. 2. Limited Power of Attorne . (a) With re s ect to the Tower Facili Agreement..and Tower Mang ernent Agreement. TDC hereby makes, constitutes and appoints Crown: as its true and lawful agent and attorney -in -fact, to act, with full power and authority, in the name, place and stead and for and on behalf of TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if Crown obtains the prior written consent of TDC, if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). Furthermore, PR TDC hereby makes, constitutes and appoints PR Crown as its true and lawful agent and attorney -in -fact, to act, with full power and authority, in the name, place and stead and for and on behalf of PR TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if PR Crown obtains the prior written consent of PR TDC, if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). 2 (i) Tenant Licenses and Tenant License Amendments (as such terms are defined in the Tower Management Agreement) pursuant to the Tower Management Agreement; provided that such Tenant Licenses and Tenant License Amendments do not contain any substantive terms and conditions that materially vary from Crown's typical Tenant License parameters utilized in its normal course of business consistent with past practices; (ii) All nonmaterial agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to Wireless Sites (as defined in the Tower Management Agreement) pursuant to Section 4(b) of the Original Tower Management Agreement and Section 2 of the Amendment to Tower Site Management Services Agreement; (iii) All Site Leases and amendments to, and assignments of, Site Leases pursuant to Sections 4(c) and (d) of the Tower Management Agreement and Section 6.3.3 of the Tower Facility Agreement; provided that such Site Leases, amendments to and assignments of, Site Leases do not contain any substantive terms and conditions that materially vary from Crown's typical Site Lease parameters utilized in its normal course of business consistent with past practices; (iv) All non -material agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to the TDC Facilities pursuant to Section 6.3.3(c) of the Tower Facility Agreement; (v) Acquisition NDAs (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(a) of the Tower Facility Agreement; (vi) Letters of Intent (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(b) of the Tower Facility Agreement; and (vii) All Ancillary Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement, such Ancillary Acquisition Agreements include the following documents: master bills of sale and assignment and assumption agreements, individual assignment documents required or requested for recordation purposes, new site leases or easements needed in those instances when the selling party owns the fee parcel but does not want to convey its entire parcel to TDC or PR TDC, non - disturbance agreements, estoppel agreements, letters to landlords announcing that the TDC Facility (as defined in the Tower Facility Agreement) has changed ownership, joint letters to be - signed by the selling party and TDC or PR TDC, as the case may be, informing customers that the TDC Facility has changed ownership, settlement statements (so long as the amounts contained therein materially conform to pre -approved amounts as contemplated by Section 6.3.4(c) of the Tower Facility Agreement), escrow agreements and title company affidavits and related certificates. It is TDC's intention to vest in Crown and PR TDC's intention to vest in PR Crown full power and authority to do and perform any and every act and thing whatsoever which may be 3 necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney, as fully as TDC and PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC to Crown and PR TDC to PR Crown. (b) With Respect to the Master Sublease. Each of TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney -in -fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of all SSAs and SSA Amendments (as such terms are defined in the Master Sublease) but in each instance, only if (i) Crown Subtenant obtains the prior written approval of TDC or PR TDC, as the case may be, if required to do so pursuant to Sections 5 and 6 of the Master Sublease, before such execution; and (ii) the economic terms of the SSA (or SSA Amendment) are no worse than (and all other terms of the SSA (or the SSA Amendment) materially conform with) the corresponding SLA (as that term is defined in the Master Sublease) that is issued by the Tenant (as that terra is defined in the Master Sublease), and the approval with respect thereto including the hey terms and conditions of the approval was provided by the Crown Capital Committee and the TDC Representatives pursuant to the Tower Facility Agreement; provided that notwithstanding Section 5 of the Master Sublease, the parties acknowledge and agree that TDC and PR TDC will not be provided with a copy of the SLA (but will be presented with the Tenant's proposed economic terms of the SLA) prior to the parties' approval of a corresponding SSA or SSA Amendment at a Crown Capital Committee meeting or discussion. Crown Subtenant shall not have the right to execute SSAs and SSA Amendments that fail to satisfy clauses (i) and (ii) above without first obtaining the written approval from TDC and PR TDC to do so. Upon receipt of such approval, TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney -in -fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of such approved SSAs and SSA Amendments. Crown Subtenant shall promptly provide to TDC and PR TDC complete documentation with respect to each SSA (or SSA Amendment) executed by Crown Subtenant pursuant to this Limited Power of Attorney, which documentation shall include complete documentation with respect to the corresponding SLA. It is TDC's and PR TDC's intention to vest in Crown Subtenant full power and authority to do and perform any and every act and thing whatsoever which may be necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney as fully as TDC or PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC and PR TDC to Crown Subtenant. In the event any provision set forth in this Section 2(b) is inconsistent with the provisions set forth in Sections 5 or 6 of the Master Sublease, the terms of this Section 2(b) shall govern the interpretation of the inconsistency and be binding on the parties. 3. No Additional Rim. Except for the new rights granted to Crown Subtenant pursuant to Section 2(b), this Limited Power of Attorney is intended to restate, confirm and reaffirm the rights afforded to Crown and PR Crown as set forth in the Tower I! Facility Agreement and the Tower Management Agreement. Except for the new rights granted to Crown Subtenant pursuant to Sections 2(b), nothing in this Limited Power of Attorney shall modify, expand or limit any of the rights or obligations of the parties that are set forth in the Tower Facility Agreement or the Tower Management Agreement. Without limiting the foregoing, Crown and PR Crown acknowledge and agree that they are not entitled to execute Main. Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement (but are entitled to review and negotiate such Main Acquisition Agreements) which include the following documents: material acquisition -related agreements and documents, including purchase agreements, resolutions and certificates authorizing TDC or PR TDC, as the case may be, to consummate an Acquisition (as such term is defined in the Tower Facility Agreement), employment agreements and non -solicit and non -compete agreements restricting TDC's or PR TDC's post -closing activities. 4. Reliance on this Limited Power of Attorne . This Limited Power of Attorney may be accepted and relied upon by any Person to whom it is presented until such time that it is revoked in writing by TDC and PR TDC and such revocation has been communicated to the Person otherwise entitled to rely hereon. The powers to execute documents and agreements granted herein by TDC to Crown and Crown Subtenant and by PR TDC to PR Crown and Crown Subtenant may be revoked by TDC and PR TDC, as the case may be, at any time in a writing delivered to Crown, PR Crown and Crown Subtenant, as the case may be. A revocation of the powers granted herein shall not affect any Person's acceptance or reliance of this Limited Power of Attorney prior to such revocation. Any Person accepting and relying upon this Limited Power of Attorney shall be expressly entitled to assume that Crown, PR Crown and Crown Subtenant, as the case may be, have received from TDC or PR TDC, as the case may be, all necessary prior approvals that are required to be obtained pursuant to the Tower Facility Agreement, the Tower Management Agreement or the Master Sublease, it being specifically acknowledged that such Person has no duty or obligation to investigate or inquire whether such prior approvals have been procured. Any disputes regarding whether the necessary prior approvals have been obtained by Crown, PR Crown or Crown Subtenant, as the case may be, shall be solely between TDC and Crown or Crown Subtenant, or PR TDC and PR Crown or Crown Subtenant, as the case may be. 5. Execution and Counte arts. This Limited Power of Attorney may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, appear on one or more of such counterparts. 6. Further Assurances; Recordation. The parties hereby covenant and agree to execute and have executed all such further instruments and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary or appropriate in order to accomplish more fully and effectively the intent and purpose of this Limited Power of Attorney. TDC, PR TDC, Crown, PR Crown and Crown Subtenant acknowledge that this Limited Power of Attorney may need to be recorded in one or more jurisdictions, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded in: all applicable jurisdictions. The parties acknowledge and agree that this Limited Power of G J Attorney has been entered into as a result of a commercial transaction, and both parties hereto are commercial entities. Executed on August 18, 2009; but effective as of March 30, 2009. [Remainder of page intentionally blank] on IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: TOWER DEVELOPMENT CORPORATION C, By: Print Name: Name: Eli a eth L. Hoffman Title: Secretary/Clerk _- da,yl, .1 Pri Name:►'t L NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK 1, Kelley A. Morrissey, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, Elizabeth L. Hoffman, of Tower Development Corporation, a Maryland special purpose corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. sa" -k- Cfi ��- Notary Public My Commission Expires: 06/17/2016 [Signature Page to Limited Power of Attorney - Tower- Development Corporation] 7 IN 'WITNESS WHEREOF, the Parties have executed this Limited Power of Attorney as of the date written on the immediately preceding Page. ATTEST: PR TDC LLC By: Print AName�: 1� Name: E zzabeth L. Hof an Title: Secret/Clerk 4Printme:!� V NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK 1, Kelley A. Morrissey, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 1 Sth day of August, 2009, personally appeared before me, Elizabeth L. Hoffman, of PR TDC LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 06/17/2016 [Signature Page to Limited Power of Attorney — PR TDC LLC] 8 Solely with respect to, and as specified in, Sections X, 3, 4, 5 and 6 ATTEST: CROWN CASTLE USA INC. By: Narne: avid J. T zos PtintName: Michelle Salisb rY Title: Vice Presi ent National Site Deveio zment Print Nam : ally Di gtuardi NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : SS. COUNTY OF WASHINGTON 1, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, David Tanczos, of Crown Castle USA Inc., a Pennsylvania corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF pENNSYl.VANEA NotarW Seal Sheila Osborne, Notary Pub% Canonsburg Sore, Washington Couniy My CommWslon bores NOV. 13, 2010 Member, Pennsylvania Afrnotrdltan of r4manes [Signature Page to Limited Power of Attorney -- Crown Castle USA Inc.] 0 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: CROWN CASTLE PUERTO RICO CORP. r By: dL Name: David J. an zos Print Name: Michelle Salisbury Title: Vice President, National Site Development Print Name: ally Dioguardi NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF WASHINGTON I, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, David Tanczos, of Crown Castle Puerto Rico Corp., a Puerto Rico corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of.said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. —��,hair �J Commission Expires- 11/13/10 Notary Public My p COMMONWEALTH OF PENNSYLVANIA Notarial Seal Sheila Osbome, Notary Public Camnsburg 8oro, Washington Counnly My CommlBslon E*ms Nov. 13, 2010 Mannber, Penruyivardp Aseaaietlon of Natarles [Signature Page to Limited Power of Attorney — Crown Castle Puerto Rico Corp.] IN Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: CROWN CASTLE BP ATT LLC By: Name: David7ident, Print Name: Michelle Salisbury Title: Vice PationalSite Devel© znent Print Nana.8-ailly Di guardi NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF WASHINGTON 1, Sheila Osborne, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 18th day of August, 2009, personally appeared before me, David Tanczos, of Crown Castle BP ATT LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF PENNSYLVANIA Notarial Seal Sheila Osborne, Notary Public Canonsburg Boro, Washington CojW My C mini slon Eores Nov. 13, 2010 Member, Pannsylvanla Amsoclallon of ftorfea [Signature Page to Limited Power of Attorney — Crown Castle BP ATT LLCJ 11