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liability of such Person with any other Person for the payment of any amounts of the type described in (a), and (c) any liability of such Person for the payment of any amounts of the type described in (a) as a result of any express or implied obligation to indemnify any other Person. "Tenant Estoppels" shall mean estoppel letters from each of the Tenants to Purchaser, in form and substance reasonably acceptable to Purchaser. "Tenant Lease" shall mean any written lease agreement pursuant to which Seller has demised a leasehold interest, leasehold estate or other real property interest in the Site to a sublessee or tenant, including, without limitation, the associated access easements and rights of way. "Tower Cash Flow" means, with respect to any Tower, the difference of. (A) an amount equal to the product of twelve (12) times the monthly rent as of the date of determination of each Included Tenant Lease, in each case without giving effect to any free rent provided for therein; provided, however, such amount (a) shall not include any security deposits, prepaid rents (unless credited to Purchaser), refunds to tenants, sales, property, excise or similar taxes imposed by Governmental Authorities and collected from subtenants and pass through expenses collected from any tenants, and (b) shall include, in the case of prepaid rent, an apportioned amount of such prepaid rent attributable to such monthly period; minus (B) an amount equal to the product of twelve (12) times the sum of (a) the easement "rents" for the month of the Closing, (b) the average of the actual utility expense for the six (6) months prior to the Closing Date for each of the Tower, (c) the actual amount of real estate taxes and personal property taxes for the year of the Closing (or the prior year if unavailable) if such taxes include an assessment for the Tower, or, if actual assessments are not available, a reasonable estimate of the fair market value of each of the applicable Tower, (d) the assumed annual insurance expense of $750.00 per Tower Site, (e) the assumed annual maintenance expense of $3,000.00 for each Tower plus $600 annual expense for lighting, and (f) the actual monthly amount of other expenses that the Seller is obligated to pay prior to the Closing Date, in connection with the ownership and operation of the Tower (s). For the avoidance of doubt, Tower Cash Flow is intended to constitute all revenues of each particular Tower after deduction of all operating expenses directly attributable to such Tower. -14-