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LIMITED POWER OF ATTORNEY
<br /> November 0, 2012
<br /> KNOW ALL PERSONS BY THESE P SENTS THAT each of T-Mobile USA Tower
<br /> LLC, T-Mobile West Tower LLC, Suncom Wirel ss Operating Company, L.L.C., Cook InletlVS
<br /> I GSM IV PCS Holdings, LLC, T-Mobile Central LC, T-Mobile South LLC, Powertel/Memphis,
<br /> Inc., Voicestream Pittsburgh, L.P., T-Mobile est LLC, T-Mobile Northeast LLC, Wireless
<br /> Alliance, LLC and Suncom Wireless Property C mpany, L.L.C. (collectively, the "Companies"
<br /> and each, a"CompanX"), does hereby grant CCT O LLC, a Delaware limited liability company
<br /> ("Tower Operator"), this Limited Power of A orney and does hereby make, constitute and
<br /> appoint Tower Operator, acting through any of it designated officers and agents, as its true and
<br /> lawful attorney-in-fact, for it and in its name,plac and stead,to review, negotiate and execute:
<br />' • any waiver, amendment, extension or re ewal of any Ground Lease, any new Ground
<br /> Lease that is successive in time, and c nsistent in respect of leased premises, to a
<br /> previously existing Ground Lease, or an adjacent lease, non-disturbance agreement or
<br /> any other document relating to any Groun Lease;
<br /> • any waiver, amendment, extension or re ewal of any Collocation Agreement, any new
<br /> site supplement or site sublease or any other document relating to any Collocation
<br /> Agreement; or
<br /> • any other document contemplated and ermitted by the Master Prepaid Lease or the
<br /> Management Agreement or necessary to ive effect to the intent of the Master Prepaid
<br /> Lease or the Management Agreement o the transactions contemplated by the Master
<br /> Prepaid Lease, the Management Agreeme t or the other Transaction Documents referred
<br /> to in the Master Prepaid Lease.
<br /> For purposes of this Limited Power of ttorney, the following capitalized terms shall
<br /> have the following meanings:
<br /> "Collocation A�reement" shall mean an a reement, including master leases, between any
<br /> Company or Tower Operator, on the o hand, and a third party, on the other hand,
<br /> pursuant to which such Company or To er Operator, as applicable, rents or licenses to
<br /> such third party space at any wireless communications site (including space on a
<br /> communications tower), including al amendments, modifications, supplements,
<br /> assignments, guaranties, side letters and o her documents related thereto.
<br /> "Ground Lease" shall mean the groun lease, sublease, easement, license or other
<br /> agreement or document pursuant to hich any Company holds a leasehold or
<br /> subleasehold interest, leasehold or suble sehold estate, easement, license, sublicense or
<br /> other interest in any wireless communic tions site, together with any extensions of the
<br /> term thereof(whether by exercise of any r ght or option contained therein or by execution
<br /> of a new ground lease or other instru ent providing for the use of such wireless
<br /> communications site), and including 11 amendments, modifications, supplements,
<br /> assignments, guarantees, side letters and o her documents related thereto.
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