Reconciliation. The parties also agree that they will make all reasonable efforts to ensure that all allocations, charges and payments made pursuant to this Agreement are accurate. On an annual basis (or more frequently to the extent deemed appropriate by authorized officers of each of the parties), such allocations, charges and payments shall be reviewed and reconciled, and any appropriate payments shall be made by each party to the other.

Budgeting and Reconciliation. The respective number of Saul Company and [[Saul Centers:Organization]] Employees for the purpose of the calculation set forth in this Section 2 shall be determined prospectively annually on or before the last month of the calendar year and shall be reviewed as of the end of the second quarter of the then effective calendar year (or more frequently to the extent deemed appropriate by authorized officers of each party), and adjusted prospectively for the second half of the calendar year. For each calendar year, such number shall be determined, by using the sum of (i) (1) the number of Employees employed by each party and # the number of vacant positions expected to be filled as of the first business day of the last month in the preceding calendar year plus # the projected new positions expected to be created and filled during the current calendar year. For example, for the period from January 1, 2018 through December 31, 2018, such number shall be based on the number of Employees, vacant positions and new positions projected to be filled of each party as of the first business day of December, 2017. The parties acknowledge that the number of Employees may fluctuate from time to time within any quarter, but, subject to the provisions set forth above for more frequent determinations by mutual agreement) have agreed that the system of computation described above in this Section 2 substantially captures the agreement of the parties and is fair and equitable on an overall basis.

Budgeting and Reconciliation. The Allocated Support Employees, Allocated Support Employee Cost and the Allocated Percentages for the purpose of the calculations set forth in this Section 3 shall be determined prospectively annually on or before the last month of the calendar year and shall be reviewed as of the end of the second quarter of the then effective calendar year (or more frequently to the extent deemed appropriate by authorized officers of each party), and adjusted prospectively for the second half of the calendar year. For each calendar year, the number of Allocated Support Employees shall be determined, by using the sum of (i) (1) the number of Allocated Support Employees employed by each party and # the number of vacant positions expected to be filled as of the first business day of the last month in the preceding calendar year plus # the projected new positions expected to be created and filled during the current calendar year. For example, for the period from January 1, 2018 through December 31, 2018, such number shall be based on the number of Allocated Support Employees, vacant positions and new positions projected to be filled of each party as of the first business day of December, 2017. The parties acknowledge that the number of Allocated Support Employees may fluctuate from time to time within any quarter, but, subject to the provisions set forth above for more frequent determinations by mutual agreement) have agreed that the system of computation described above in this Section 3 substantially captures the agreement of the parties and is fair and equitable on an overall basis.

Budgeting and Reconciliation. The cost of IT Software and the number of individual Employee users of each of Saul Company and [[Saul Centers:Organization]] shall be determined prospectively annually on or before the last month of the calendar year and shall be reviewed before the end of the second quarter of the then effective calendar year (or more frequently to the extent deemed appropriate by authorized officers of each party), and adjusted prospectively for the second half of the year. For each calendar year, such number shall be determined, by using the actual number of users of IT Software employed by each party on the first business day of the last month in the preceding calendar year plus the projected new hires for the current calendar year.

Estimated Additional Rent: Annual Reconciliation. [[Organization A:Organization]] shall, each year during the Term of this Lease Agreement, give [[Organization B:Organization]] an estimate of Operating Expenses and Real Estate Taxes payable per square foot of rentable area for the coming calendar year. [[Organization B:Organization]] shall pay, as Additional Rent, along with its monthly Minimum Rental payments required hereunder, one-twelfth (1/12) of such estimated Operating Expenses and Real Estate Taxes and such Additional Rent shall be payable until subsequently adjusted for the following year pursuant to this Article. As soon as possible after the expiration of each calendar year, [[Organization A:Organization]] shall determine and certify to [[Organization B:Organization]] the actual Operating Expenses and Real Estate Taxes for the previous year per square foot of rentable area in the Building and the amount applicable to the Premises. If such statement shows that [[Organization B:Organization]]’s share of Operating Expenses and Real Estate Taxes exceeds [[Organization B:Organization]]'s estimated monthly payments for the previous calendar year, then [[Organization B:Organization]] shall, within thirty (30) days after receiving [[Organization A:Organization]]'s certification, pay such deficiency to [[Organization A:Organization]]. In the event of an overpayment by [[Organization B:Organization]], such overpayment shall be refunded to [[Organization B:Organization]], at the time of certification, in the form of an adjustment in the Additional Rental next coming due, or if at the end of the Term by a refund.

Computation of Operating Expense Reconciliation. “Operating Expense Reconciliation” shall mean the difference between Estimated Operating Expenses and actual Operating Expenses for any calendar year as determined below. Within one hundred twenty (120) days after the end of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of actual Operating Expenses for the calendar year just ended, accompanied by a computation of Operating Expense Reconciliation. If such statement shows that Tenant’s monthly payment based upon Estimated Operating Expenses are less than Tenant’s Proportionate Share of Operating Expenses, then Tenant shall pay to Landlord the difference within twenty (20) days after receipt of such statement. If such statement shows that Tenant’s payments of Estimated Operating Expenses for the previous calendar year exceed Tenant’s Proportionate Share of Operating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay to Tenant the difference within thirty (30) days after delivery of such statement to Tenant. If this Lease has been terminated or the Term hereof has expired prior to the date of such statement, then the Operating Expense Reconciliation shall be paid by the appropriate party within thirty (30) days after the date of delivery of the statement. Tenant’s Proportionate Share of the Operating Expense Reconciliation shall be prorated based on the actual number of days and the number of calendar months during such calendar year that this Lease is in effect. Notwithstanding anything to the contrary contained in Paragraph 4.1 or 4.2, Landlord’s failure to provide any notices or statements within the time periods specified in those paragraphs shall in no way excuse Tenant from its obligation to pay Tenant’s Proportionate Share of Operating Expenses.

Section # Reconciliation. In the event that the Corporation and the TRA Party Representative are unable to resolve a disagreement with respect to a Schedule (a “Reconciliation AmericasActive:18057467.3

“Reconciliation Dispute” is defined in [Section 6.2] of this Agreement.

“Initial Reconciliation Statement” shall have the meaning specified in [Section 3.01(b)].

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.