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HomeMy WebLinkAboutLEASE INFORMATIONAFTER RECORDATION, PLEASE RETURN TO: ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6" Floor Pittsburgh, PA 15222 (412)394-5400 6GANNED St. Luce Countv ASSIGNMENT AND ASSUMPTION OF SITE LEASE for the Tower Site located at: Tower Site: Beth's Song Street: 6425 Russakis Road City: Ft. Pierce County: St. Lucie State: Florida between PJ DEVELOPMENT, LLC, as "Assignor" and TOWER DEVELOPMENT CORPORATION, as "Assignee" BU Number 5800427 1 BN68089.It 1 ASSIGNMENT AND ASSUMPTION OF SITE LEASE (PJ Development —Beth's Song) THIS ASSIGNMENT AND ASSUMPTION OF SITE LEASE (this "Assignment") is hereby made and entered into as of the 25"' day of May, 2011 (the "Closing Date"), by and between PJ 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 Russakis Investments, LLC, a Florida limited liability company (the "Landlord"), entered into that certain Lease Agreement dated March 16, 2010 (the "Site Lease Agreement"), as amended by that certain Agreement Regarding Lease dated May 24, 2011 and recorded in the public records of St. Lucie County, Florida (the "Estoppel"), 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 and Landlord executed a Memorandum of Agreement evidencing the existence of the Site Lease Agreement which was recorded in the public records of St. Lucie County, Florida on December 6, 2010 at Official Records Book 3251, Page 1106 (the "Memorandum of Lease") (the Site Lease Agreement, as amended by the Estoppel, and the Memorandum of Lease collectively referred to herein as the "Site Lease"). C. 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 the Asset Purchase Agreement. This Assignment is being delivered pursuant to the Asset Purchase Agreement and the Affiliate Agreement. D. 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. BU Number 5800427 (BN68089.1) 1 E. Pursuant to that certain Limited Power of Attorney dated July 16, 2010 (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. F. 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 deemed 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. 3. 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 whether such Liability arises or matures on, before or after the Closing Date. 4. Reliance on the Limited Power of Attorney. 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 revoked by Assignee. 2 BU Number 5800427 )B0469099.1) 5. Execution and Counterparts. 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 shall be 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 5800427 (B0468099.1) IN WITNESS WHEREOF, the parties have executed. this Assignment as of the Closing Date. ATTEST: P nt Name: cwl ASSIGNOR: PJ DEVELOPMENT, LLC By: " ) � Name: Paul A. Scott Title: Manaeine Partner Print Name: STATE OF FLORIDA NOTARIAL AFFIDAVIT : SS: 1, cJ�m t4 (/Y L uroon a Notary Public within and for the State of Florida, duly commissioned and ac nh g, do Hereby certify that on this 25" day of May, 2011, personally appeared before me Paul A. Scott of PJ Development, LLC, a Florida limited liability company, to mepersonally 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 eontehts of said instntmeM 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 bas 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. Wl fiSS my hand and seal as such Notary Public the day and year above written. ylk— otary Publi My Commission Ex opsr vo NoPue0c "ate of Flotlda ? Stacey Edckwnn g + My ComrrIsston EE00s770 'o,n� EXftes Oal21l201i [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF SITE LEASE] [PJ DEVELOPMENT —BEM'S SONG] - BU Number 5900427 19046039.11 ATTEST: S�• Print Name: Michelle �Sylisbury Print Name! Denny Albertini 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: Name: avid 1. a czos Title: Vice Pres ent—Nation Develo ment 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 25i6 day of May, 2011, 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 swom 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. Notary Public COMMONIMMTH OFPENNSYLVANIA Notarial Seal Sheila Osborne, Notary Public Canoosborq 80M, Weshlnpton County My Commissim E6 Ires Nov. 13 2014 Member. PenaManla Assodatlen of Notaries BU Number 5800427 I0MS8089.11 My Commission Expires: 11/ 13 / 14 [SIGNATURE PAGE TO ASSIGNMENTAND ASSUMPTION OF SITE LEASE] [PJ DEVELOPMENT —BETH'S SONG] EXHIBIT A Leased Premises PARENT PARCEL THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, LESS THE EAST 70 FEET FOR CANAL RIGHT-OF-WAY, IN SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA. TOWER PARCEL A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH I/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89030'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00018'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89-30-34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00029'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89030'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00029'26" WEST, A DISTANCE OF 70.00 FEET; THENCE NORTH 89030'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 0002926" EAST, A DISTANCE OF 58.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1365 ACRES OR 5950 SQUARE FEET, MORE OR LESS FALL ZONE EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89030'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00-18-34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE SOUTH 00029'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89030'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00029'26" WEST, A DISTANCE OF 70.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 00029'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89030'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00029'26" EAST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 89030'34" WEST, A DISTANCE OF 85.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0390 ACRES OR 1700 SQUARE FEET, MORE OR LESS INGRESS, EGRESS AND UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BU Number 5800427 [B0468089.1) COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89030'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 112, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00-18-34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 73.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00°18'34" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.85 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0159 ACRES OR 696 SQUARE FEET, MORE OR LESS. UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.79 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 542.49 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE,, SOUTH 89°41'26" WEST, A DISTANCE OF 10.00 FEET; THENCE NORTH 00-18-34" WEST, A DISTANCE OF 530.45 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 39.75 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 12.00 FEET; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1355 ACRES OR 5901 SQUARE FEET, MORE OR LESS BU Number 5800427 t80468089A) EXHIBIT B Limited Power of Attorney [See Attached Pages] BU Number5800427 AFTER RECORDATION, PLEASE RETURN TO: Tower Development Corporation c/o ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6 ° Floor Pittsburgh, PA 15222 (412)394-5400 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") and PR SITE DEVELOPMENT LLC, a Delaware limited liability company ("PR Site Development") 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 6. RECITALS A. Effective as of May 29, 2009, Crown Castle International Corp., Crown, PR Crown, TDC, PR TDC, Crown Subtenant and Berkshire Fund V1I, L.P. entered into that certain Amended and Restated Tower Facility Development and Acquisition Agreement (the "Original Tower Facility Agreement"); B. Effective as of June 25, 2010, the parties (including PR Site Development) amended the Original Tower Facility Agreement pursuant to that certain First Amendment to Amended and Restated Tower Facility Development and Acquisition Agreement (the "Amendment") to, among other things, add PR Site Development as a party to the Original Tower Facility Agreement (the Amendment and the Original Tower Facility Agreement is hereinafter collectively referred to as the "Tower Facility Agreement"); -G.- -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 effective as of June 25, 2010, Crown, PR Crown, TDC, (B0313148.1)1 PR TDC and PR Site Development entered into that certain Second Amendment to Tower Site Management Services Agreement (the "Second Amendment to Tower Site Management Services Agreement"); and together with the Original Tower Management Agreement and the Amendment 'to Tower Site Management Services Agreement, collectively, (the "Tower Management Agreement"); D. 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); E. 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 and PR Site Development each agreed to grant to PR Crown limited powers of attorney to review, negotiate and execute on behalf of PR TDC and PR Site Development certain agreements and documents; F. By executing this Limited Power of Attorney, the parties desire to restate, confmn 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 and PR Site Development certain agreements and documents; and G. 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, PR Site Development, 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 Attorney. (a) With respect to the Tower Facility Agreement and Tower Management Agreement. TDC hereby makes, constitutes and appoints Crown as its true and lawful agent and attomey-in-fact, to act, with full power and authority, in the name, place and stead and for and on (Bo2]3148.1)2 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, each of PR TDC and PR Site Development hereby makes, constitutes and appoints PR Crown as its true and lawful agent and attomey-in-fact, to act, with full power and authority, in the name, place and stead and for and on behalf of PR TDC and PR Site Development 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 or PR Site Development, as the case may be, if applicable and if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). (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(e) 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 pmimu)3 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, PR TDC, or PR Site Development, 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, PR TDC or PR Site Development, 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 and PR Site Development'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 necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney, as fully as TDC, PR TDC and PR Site Development 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 and PR Site Development 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 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. (ao213148.1)4 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 Riehts. 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 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, PR TDC, or PR Site Development 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, PR TDC's or PR Site Development'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, PR TDC and PR Site Development 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 and PR Site Development to PR Crown and Crown Subtenant may be revoked by TDC, PR TDC and PR Site Development 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, PR TDC, or PR Site Development, 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 (80313148.115 Crown or Crown Subtenant, or PR TDC or PR Site Development 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, PR Site Development, 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 Attorney has been entered into as a result of a commercial transaction, and both parties hereto are commercial entities. Executed on July 16, 2010; but effective as of March 30, 2009. [Remainder of page intentionally blank] Ie0213148.1)6 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: Print Name: Lisa D. Washburn aV&� ate_ Print Name: Nuala Kerr TOWER DEVELOPMENT CORPORATION By: Name:-Elizabe offman Title: Secretary/Clerk NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK I a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 166' day of July, 2010, 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 swom 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. otary Public My Commission Expires: AM"& 2C- Zo 1(0 [Signature Page to Limited Power of Attorney - Tower Development Corporation] (80214Mb.);7 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. I"M A.-W PR TDC LLC i I�rd 1Clp{m �� By r i!'�i Print Name: ACC �l`SS j Name beth L. Hoffman Title: Secretary/Clerk Prin Name: Kaitlin A. Cturan NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : : SS: COUNTY OF SUFFOLK I, Katherine C. Bush, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 16 h day of July, 2010, 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. o � Public My Commission Expires: March 25, 2010 [Signature Page to Limited Power of Attorney — PR TDC LLC] (H0214263J)s IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: PR SITE DEVELOPMENT LLC By: Pri ame: Jill Chisholm Name: El et L. Hoffinan Title: Secretary/Clerk rmt Name: Allison Ellis NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLI{ 1, Katherine C. Bush, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 16'h day of July, 2010, personally appeared before me, Elizabeth L. Hoffman, of PR Site Development 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. L2� N ary Public My Commission Expires: March 25, 2016 [Signature Page to Limited Power of Attorney —PR Site Development LLC] ATTEST: Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 CROWN CASTLE USA INC. 01By; eJ�crt' Name: David J. 7 anczos Print Name: Michelle Salisbury Title: Vice President Nattonal Site Development D L6- Print Name: ally Dioguazdi 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 16th day of July 2010, 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 PENNSYLVANIA - - Noterial Seal Shella Oabome,Notary PuMic Canonsburg.Boro, Washington County My Commlesion Expires Nov.13, 2010 Member, Pennsyivaaln AapaalQtlrin 0LNetarles [Signature Page to Limited Power of Attorney — Crown Castle USA Inc.] (110=13148.1)10 ATTEST: KU si" Print Name: Michelle Salisbury 1 AQdyy to ate' Print Name: Sal y Dioguardi Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 CROWN CASTLE PUERTO RICO CORP. By: Name: David J. ' anczos Title: Vice President National Site Development 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 16th day of Julv 2010, 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. Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF PENNSYLVANIA Notarial Seal Sheila Osborne, NotaryPubila - - Canonsburg.13m, Washinglon County My COMMISSion Expires N6v.13, 2010 Member, PeNeyWneiq Aaaoslation of Notarles [Signature Page to Limited Power of Attorney — Crown Castle Puerto Rico Corp.] lam1314e.111 I ATTEST: Print Name: Michelle Salisbury Print Name: SallyDiogdardi Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 CROWN CASTLE BP ATT LLC By Name: David J. nezos Title: Vice President Natio 1—it�Deve.,pm ent 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 ] 6th day of July,= 2010, 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. s!i p ,P., aQe,C� e� Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seel Sheila Osborne, Notary Pubric CanonsbuM.Boro, Wash[Von County My Commission E>gdres N6v.13, 2010 Member, Pennsylvania Aegbplellen at Wanes My Commission Expires: 11/13/10 [Signature Page to Limited Power of Attorney — Crown Castle BP ATT LLC] (BM]3148.1l12 AFTER RECORDATION, PLEASE RETURN TO: ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6 h Floor Pittsburgh, PA 15222 (412) 394-5400 ASSIGNMENT AND ASSUMPTION OF TOWER LEASE/LICENSE (PJDevelopment —Beth's Song) THIS ASSIGNMENT AND ASSUMPTION OF TOWER LEASES/LICENSES (this "Assignment") is hereby made and entered into as of the 25`f` day of May, 2011 (the "Closing Date"), by and between PJ 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"). A. Assignor entered into that certain tower lease/license identified on Exhibit A attached hereto (the "Tower License") with respect to that certain Tower Site located in St. Lucie County, Florida and described further on Exhibit B attached hereto. B. Assignor or its respective Tower License customer recorded a Memorandum of Agreement with respect to each Tower License with the Clerk of St. Lucie County, Florida. The recording information for each Memorandum of Agreement is identified on Exhibit A. C. 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 Tower Licenses to Crown, and Crown agreed to assume certain rights and obligations under the Tower Licenses, as more specifically set forth herein and in the Asset Purchase Agreement. This Assignment is being delivered pursuant to the Asset Purchase Agreement and the Affiliate Agreement. D. 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 Tower Licenses --to-Assignee-- E. Pursuant to that certain Limited Power of Attorney dated July 16, 2010 (the "Limited Power of Attorney"), a copy of which is attached hereto as Exhibit C, by and between tB0468090.1)BU Number 5800427 Crown and Assignee, Crown is authorized to review, negotiate, and execute this Assignment on Assignee's behalf. OPERATIVE PROVISIONS NOW, THEREFORE, for and in consideration of the sum of $10.00, the mutual covenants and conditions contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. 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. Assignor hereby grants, conveys, sells, assigns, transfers and delivers to Assignee all of its right, title and interest in and to the Tower License free and clear of all Encumbrances, except Permitted Encumbrances. Assignee hereby accepts the assignment of the Tower License, and hereby assumes, and otherwise agrees to pay, satisfy and discharge all Liabilities of Assignor under the Tower Licenses, 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 Tower License 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 whether such Liability arises or matures after the Closing Date. 3. 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 force and effect and has not been revoked by Assignee. 4. 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 shall be 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. 5. 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 in order to accomplish more fully and [BU680e0.1)BU Number 5800427 2 effectively the assignment and assumption of the Tower License 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.] (B0469M.I)BU Number 5800427 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly effective as of the Closing Date. PJ DEVELOPMENT, LLC By: 4L-` 1, Name: Paul A. Scott Title: Managing Partner Print Name: M i C n(1 I ILA MCV) NOTARIAL AFFIDAVIT STATE OF FLORIDA : SS: COUNTY OF .Q 1, y e"" 1 OX501 t , a Notary Public within and for the State of Florida, duly commissio ed and acting, de hereby certify that on this 25ai day of May, 2011, personally appeared before me Paul A. 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. Tower Leases and Licenses, 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. WITN25S my hand and seal as such Notary Public the day and year above written. Notary Pu ' c My Commission Expires: L otary P7 Stale o' F'0"dafaceV Efi"J.'pCae 82UE 140a877e [SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION OF TOWER LICENSE] (PJ DEVELOPMENT— BETH 'S SONG] tams"9 IBU Number 5800427 ATTEST: ASSIGNEE: Print isbury TOWER DEVELOPMENT CORPORATION a Maryland corporation By: Crown Castle USA Inc., a Pennsylvania corporation, lawful agent and attomey-in-fact for Tower Development Corporation By: Name: David J. a czos Title: Vice Presi ent—National Site Development 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 25'" day of May, 2011, 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 Tower Leases and Licenses, 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. My Commission Expires: 11/ 13 / 14 AND ASSUMPTION OF TOWER LICENSE] [PJ DEVELOPMENT-BETH'S SONG] jM4620MijBU Number 5800427 EXHIBIT "A" TOWER LICENSES AND APPLICABLE RECORDING INFORMATION 1. Tower License: That certain Communication Site Lease Agreement dated October 7, 2010, by and between PJ Development, LLC, a Florida limited liability company, as Lessor, and New Cingular Wireless PCS, LLC a Delaware limited liability company, as Lessee. Recordation Information: Memorandum of Agreement recorded on December 6, 2010, at Book 3251, Page 1102, with the Clerk of St. Lucie County, Florida. iewesoso.i)BU Number 5800427 EXHIBIT "B" IDENTIFICATION OF TOWER SITE AND TOWER SITE LEGAL DESCRIPTION PARENT PARCEL THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, LESS THE EAST 70 FEET FOR CANAL RIGHT-OF-WAY, IN SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA. TOWER PARCEL A PORTION OF THE NORTH 1/2 OF THE SOUTH I/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00029'26" WEST, A DISTANCE OF 70.00 FEET; THENCE NORTH 89030'34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00029'26" EAST, A DISTANCE OF 58.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1365 ACRES OR 5950 SQUARE FEET, MORE OR LESS. FALL ZONE EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89-30-34" WEST, A DISTANCE OF 34.79 FEET; THENCE SOUTH 00°29'26" EAST, A DISTANCE OF 12.00 FEET; THENCE SOUTH 89°30'34" WEST, A DISTANCE OF 85.00 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 70.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 00-29-26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89030,34" EAST, A DISTANCE OF 85.00 FEET; THENCE SOUTH 00029'26" EAST, A DISTANCE OF 20.00 FEET; _-THENCE-SOUTH 89030'34" WEST, A DISTANCE OF 85.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0390 ACRES OR 1700 SQUARE FEET, MORE OR LESS. (BW680 0.1)BH Number 5800427 INGRESS, EGRESS AND UTILITY EASEMENT A PORTION OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH I/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 73.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 00018'34" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 20.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89030'34" WEST, A DISTANCE OF 34.79 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 89030'34" EAST, A DISTANCE OF 34.85 FEET TO THE POINT OF BEGINNING. CONTAINING 0.0159 ACRES OR 696 SQUARE FEET, MORE OR LESS. UTILITY EASEMENT A PORTION OF THE NORTH I/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4, SECTION 3, TOWNSHIP 34 SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF THE NORTH 1/2 OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST I/4, SAID SECTION 3; THENCE NORTH 89°30'34" EAST, ALONG THE NORTH LINE OF SAID NORTH 1/2, A DISTANCE OF 1256.93 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE DEPARTING SAID NORTH LINE, SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 93.00 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89°30'34" WEST, A DISTANCE OF 34.79 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°30'34" EAST, A DISTANCE OF 34.79 FEET TO THE WEST LINE OF AN EXISTING 70' CANAL RIGHT OF WAY; THENCE SOUTH 00°18'34" EAST, ALONG SAID WEST LINE, A DISTANCE OF 542.49 FEET; THENCE DEPARTING SAID WEST RIGHT OF WAY LINE, SOUTH 89041'26" WEST, A DISTANCE OF 10.00 FEET; THENCE NORTH 00°18'34" WEST, A DISTANCE OF 530.45 FEET; THENCE SOUTH 89030'34" WEST, A DISTANCE OF 39.75 FEET; THENCE NORTH 00°29'26" WEST, A DISTANCE OF 12.00 FEET; THENCE NORTH 89030'34" EAST, A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. CONTAINING 0.1355 ACRES OR 5901 SQUARE FEET, MORE OR LESS. (BM68090.1)BU Number 5800427 EXHIBIT "C" LIMITED POWER OF ATTORNEY [SEE ATTACHED PAGES] (B0468090.1)BU Number 5800427 AFTER RECORDATION, PLEASE RETURN TO: Tower Development Corporation do ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6's Floor Pittsburgh, PA 15222 (432)394-5400 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") and PR SITE DEVELOPMENT LLC, a Delaware limited liability company ("PR Site Development") 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 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 (the "Original Tower Facility Agreement"); B. Effective as of June 25, 2010, the parties (including PR Site Development) amended the Original Tower Facility Agreement pursuant to that certain First Amendment to Amended and Restated Tower Facility Development and Acquisition Agreement, (the "Amendment") to, among other things, add PR Site Development as a party to the Original Tower Facility Agreement (the Amendment and the Original Tower Facility Agreement is hereinafter collectively referred to as the "Tower Facility Agreement"); C. 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 effective as of June 25, 2010, Crown, PR Crown, TDC, (B093148.1) I PR TDC and PR Site Development entered into that certain Second Amendment to Tower Site Management Services Agreement (the "Second Amendment to Tower Site Management Services Agreement"); and together with the Original Tower Management Agreement and the Amendment to . Tower Site Management Services Agreement, collectively, (the "Tower Management Agreement"); D. 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); E. 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 and PR Site Development each agreed to grant to PR Crown limited powers of attorney to review, negotiate and execute on behalf of PR TDC and PR Site Development certain agreements and documents; F. 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 and PR Site Development certain agreements and documents; and G. 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, PR Site Development, 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 Attorney. (a) With respect to the Tower Facility Agreement and Tower Mana eg ment Agreement. TDC hereby makes, constitutes and appoints Crown as its true and lawful agent and attomey-in-fact, to act, with full power and authority, in the name, place and stead and for and on (so213148.1)2 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, each of PR TDC and PR Site Development 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 and PR Site Development 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 or PR Site Development, as the case may be, if applicable and if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). (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 (no21314e.113 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, PR TDC, or PR Site Development, 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, PR TDC or PR Site Development, 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 and PR Site Development'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 necessary or advisable to carry out the intent and purpose of this Limited Power of Attomey, as fully as TDC, PR TDC and PR Site Development 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 and PR Site Development 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 attomey-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. Inm13148.1)4 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 Rights. 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 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, PR TDC, or PR Site Development 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, PR TDC's or PR Site Development's post -closing activities. 4. Reliance on this Limited Power of Attorn . 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, PR TDC and PR Site Development 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 and PR Site Development to PR Crown and Crown Subtenant may be revoked by TDC, PR TDC and PR Site Development 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, PR TDC, or PR Site Development, 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 (1=31<845 Crown or Crown Subtenant, or PR TDC or PR Site Development and PR Crown or Crown Subtenant, as the case may be. S. 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, PR Site Development, 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 Attorney has been entered into as a result of a commercial transaction, and both parties hereto are commercial entities. Executed on July 16, 2010; but effective as of March 30, 2009. [Remainder of page intentionally blank] (B0313148.1)6 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 l� By: Print Name: Lisa D. Washburn Name: Elizabe. offman Title: Secretary/Clerk Print Name: Nuala Ken NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK I, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 16a' day of July, 2010, 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 swom 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. Aotaryv Public My Commission Expires: MaV-& 'Vc�j 201(0 LSignature Page to Limited Power of Attorney — Tower Development Corporation] (B0214201.n / 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 p. By: r4hheth Print Name: o� �s5 NameL Hoffrnan Title: Secretary/Clerk Prin Name: Kaitlin A. Curran NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK 1, Katherine C. Bush, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 166'day of July, 2010, personally appeared before me, Elizabeth L. Hoffman, of Plt 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. Aota Public My Commission Expires: March 25, 2010 [Signature Page to Limited Power of Attbmey — PR TDC LLC] (B0214263.1)8 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: PR SITE DEVELOPMENT LLC By: -^�"--- PriName: Jill Chisholm Name: El eth L. Hoffman Title: Secretarv/Clerk J&A' aj rmt Name: Allison Ellis NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS : SS: COUNTY OF SUFFOLK I, Katherine C. Bush, a Notary Public within and for the Commonwealth of Massachusetts, duly commissioned and acting, do hereby certify that on this 16°i day of July, 2010, personally appeared before me, Elizabeth L. Hoffman, of PR Site Development 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. L WITNESS my hand and seal as such Notary Public the day and year above written. � N3iary Public My Commission Expires: March 25, 2016 [Signature Page to Limited Power of Attorney — PR Site Development LLC] (B0214263.1)9 ATTEST: Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 CROWN CASTLE USA INC. �nn B, I rrJ4t�,ccc, Name: DavidJ. Manczos Print Name: Michelle Salisbury Title: Vice President National Site Development Print Name: Aally Dioguardi NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF WASHINGTON I, Sheila Osbome, a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 16th day of July 2010, 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 PENNSYLVANIA Notelial Seal Sheila Osbome, Notary Public Canonsburg Boro, Washkjon County My Commleslon EVlres Nov. 13, 2010 Member, PenoSyWnnla A0091 qbn 0 Notaries [Signature Page to Limited Power of Attorney — Crown Castle USA Inc.] (b0311148.1)10 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: CROWN CASTLE PUERTO RICO CORP. By: AJU4f Name: David 7. anczos Print Name: Michelle Salisbury Title: Vice President. National Site Development Ad Print Name: Sally 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 16th day of July 2010, 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, 11e 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 Osbome, Notary Public Canonsburg.Boro, Washirgton Canty My Commission E)Vres N6v.13, 2010 Member, PennayPlanllt Ae90Clatlon of Notaries [Signature Page to Limited Power of Attorney — Crown Castle Puerto Rico Corp.] (11e313148.1)1 1 ATTEST: U✓j,� Sa.Qc s �r Print Name: Michelle Salisbury Print Name: Safty Dioguardi Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 CROWN CASTLE BP ATT LLC By:. Name: David J. czos Title: Vice President. Natio ite Develonment 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 16th day of July 2010, 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 Public COMMONWEALTH OF PENNSYLVANIA My Commission Expires: 11/13/10 Notarial Seal Sheila Osborne, NotaryPubrc Canonsburg.Soro, Washington Cowrty MyCommission Expires Nbv.13, 2010 -- — Member, -Pennsylvania Aaooiatlan of Notaries [Signature Page to Limited Power of Attorney — Crown Castle BP ATT LLC] (sozurae.n 12