Annualized Run Rate Net Cash Flow definition

Annualized Run Rate Net Cash Flow means, for any Site as of any date of determination, the Annualized Run Rate Revenue for such Site as of such date, less the sum, as of such date, of (i) budgeted annual real and personal property taxes (including payments in lieu of taxes), budgeted annual insurance expenses and run rate Ground Lease payments, if applicable, annualized as of such date of determination with respect to such Site, and amounts payable to a Third Party Owner under a Site Management Agreement, if applicable, (ii) trailing twelve (12) month expenses in respect of such Site for repairs, maintenance, utilities and other miscellaneous expenses, (iii) for Maintenance Capital Expenditures which are estimated to be $600 per Site per year, and (iv) a Management Fee equal to 4.5% of the Annualized Run Rate Revenue for such Site. For purposes of clause (ii) of this definition, for any Additional Site or Additional Borrower Site, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of, acquisition of such Site and through three (3) full calendar months thereafter, the applicable Borrower’s annual budgeted expenses in respect of such Site for repairs, maintenance, utilities and other miscellaneous expenses, and following the third full calendar month following the acquisition of such Site and through the date that the Site ceases to be an Unseasoned Site, actual expenses in respect of such Site for repairs, utilities and maintenance annualized based upon the number of full calendar months of ownership of such Site.

Annualized Run Rate Net Cash Flow means, for any Site as of any date of determination, the Annualized Run Rate Revenue for such Site as of such date (including site maintenance fees paid, license and easement fees and similar fees and revenues), less the sum, as of such date, of (i) current year annual insurance expenses and ground lease payments, if applicable, annualized as of such date of determination with respect to such Site, and amounts payable to a Third Party Owner under a Site Management Agreement, if applicable, (ii) trailing twelve month real and personal property taxes (including payments in lieu of taxes) with respect to such Site, (iii) trailing twelve (12) month expenses with respect to such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel), and (iv) a Management Fee equal to the Management Fee Rate of the Annualized Run Rate Revenue for such Site. For purposes of clause (iii) of this definition, for any Additional Site or Additional Borrower Site, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of, acquisition of such Site and through three (3) full calendar months thereafter, the applicable Borrower’s annual ‑7‑ budgeted expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel), and following the third full calendar month following the acquisition of such Site and through the date that the Site ceases to be an Unseasoned Site, actual expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Site.

Annualized Run Rate Net Cash Flow means, for any Tower Site at any point in time, the Annualized Run Rate Revenue for such Tower Site, less the sum of (i) annualized current insurance expenses, real estate and similar taxes (including payments in lieu of taxes), ground lease payments (if any) with respect to such Tower Site, and amounts payable to any third-party owner under a Tower Site Management Agreement, if applicable, (ii) trailing twelve (12) month expenses in respect of such Tower Site for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel), and (iii) a management fee equal to ten percent (10%) of the Annualized Run Rate Revenue for such Tower Site. For purposes of clause (ii) of this definition, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of the acquisition of such Tower Site and through three (3) full months thereafter, the Issuers’ annual budgeted expenses in respect of such Tower Site for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel), and following the third (3rd) full calendar month following acquisition of such Tower Site and through the date that the Tower Site is no longer an Unseasoned Tower Site, actual expenses in respect of such Tower Site for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Tower Site.

Annualized Run Rate Net Cash Flow means, as of the last day of any calendar month, the excess of (x) the Annualized Run Rate Revenue for the IP Address Assets as of such day over (y) the sum of (i) the LTM Operating Expenses for the IP Address Assets as of such day and (ii) the Management Fee for such calendar month multiplied by 12. Annualized Run Rate Revenue does not include amounts payable by a Customer in respect of sales taxes, value added taxes, goods and services taxes or similar taxes. For the purpose of the calculation of the Annualized Run Rate Net Cash Flow, any amounts denominated in currencies other than the U.S. dollar shall be converted to U.S. dollars at the Spot Rate in effect as of the date of determination with respect to such calculation (unless otherwise expressly provided in this Base Indenture).

Annualized Run Rate Net Cash Flow means, for any Tower Site, the Annualized Run Rate Revenue for such Tower Site as of December 15, 2004, less the sum as of November 30, 2004, of (i) annualized current real estate and personal property taxes (including payments in lieu of taxes), any ground lease payments (including payments relating to the Cingular Sublease) with respect to such Tower Site, (ii) trailing twelve month expenses in respect of such Tower Site for insurance, maintenance (including maintenance capital expenditures), utilities, licenses and permits, and (iii) a management fee equal to 10% of the Annualized Run Rate Revenue for such Tower Site.

Annualized Run Rate Net Cash Flow means for any Property at any point in time the Annualized Run Rate Revenue for such Property, less the sum of (i) annualized current insurance expenses, real estate and similar taxes (including payments in lieu of taxes), Ground Lease payments (if any) with respect to such Property and amounts payable to any third-party owner under a Site Management Agreement, if applicable, (ii) the trailing twelve (12) month expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utility costs (excluding utility costs paid directly by Sprint), licensing and permitting (excluding portfolio support personnel) and (iii) a Management Fee based on the Annualized Run Rate Revenue for such Property. For purposes of clause (ii) of this definition, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of the acquisition of such Property and through the three (3) full months thereafter, the Issuer’s annual consolidated budgeted expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel), and following the first three (3) full months following acquisition of such Property and through the date that the Property is no longer an Unseasoned Property, actual expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Property.

Annualized Run Rate Net Cash Flow means, for any Tower Site at any point in time, the Annualized Run Rate Revenue for such Tower Site, less the sum of (i) annualized current insurance expenses, real estate and similar taxes (including payments in lieu of taxes), ground lease payments (if any) with respect to such Tower Site, and amounts payable to any third-party owner under a Tower Site Management Agreement, if applicable, (ii) trailing twelve

Annualized Run Rate Net Cash Flow means for any Property at any point in time the Annualized Run Rate Revenue for such Property, less the sum of (i) annualized current insurance expenses, real estate and similar taxes (including payments in lieu of taxes), ground lease payments (if any) with respect to such Property, and amounts payable to any third-party owner under a Site Management Agreement, if applicable, (ii) trailing twelve (12) month expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utilities (excluding utilities paid directly by Sprint), licensing and permitting (excluding portfolio support personnel), and (iii) a management fee equal to seven and one-half percent (7 1/2%) (or, if Manager is no longer an Affiliate to the Borrower Parties, ten percent (10%)) of the Annualized Run Rate Revenue for such Property. For purposes of clause (ii) of this definition, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of the Acquisition of such Property and through three (3) full months thereafter, the Borrowers' annual budgeted expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel), and following the third (3rd) full calendar month following acquisition of such Property and through the date that the Property is no longer an Unseasoned Property, actual expenses in respect of such Property for maintenance (including Maintenance Capital Expenditures), utilities, licensing and permitting (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Property.

Annualized Run Rate Net Cash Flow means, as of any determination date, an amount equal to (a) Collections for the most recently ended Test Period (and assuming for purposes of this calculation that the Collection Period is such Test Period), less the aggregate Management Fee (to be calculated in accordance with the terms of the Management Agreement) less Excluded Amounts accrued during the Test Period, less any other amounts of the type paid in clause first in the Priority of Payments for such Test Period in an aggregate amount not to exceed $2,000,000, multiplied by (b) (i) twelve (12) in the case of the first two Test Periods elapsed after the Closing Date, (ii) six (6) in the case of the Test Period consisting of the first two full calendar months elapsed after the Closing Date, and (iii) four (4) for any other Test Period.