Statement of Estimated Direct Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant's Share of Direct Expenses (the "Estimated Direct Expenses"). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

Estimated Direct Expenses 12

Estimated Direct Expenses......................................................................................................... 23

“Estimated Transaction Expenses” shall mean the Transaction Expenses reflected on the Estimated Closing Statement prepared in accordance with [Section 1.4(b)].

At least three Business Days before the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the “Second Estimated Closing Statement”) setting forth its good faith estimate of Crestwood Pipeline East Leakage (the “Estimated Crestwood Pipeline East Leakage”) and Second Closing Transaction Expenses (the “Second Estimated Closing Transaction Expenses”) which statement shall contain # a calculation of Estimated Crestwood Pipeline East Leakage, and an itemized list of Second Estimated Closing Transaction Expenses, and # a certificate of the Chief Financial Officer of Crestwood that Estimated Crestwood Pipeline East Leakage and Second Estimated Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.

Allocation of Direct Expenses. Intentionally deleted.

Not less than three (3) Business Days prior to the Closing Date, JI shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”) setting forth the following: # the Estimated Working Capital Amount and any Working Capital Surplus or Working Capital Deficit based thereon; # the Estimated U.S. Cash Amount and any U.S. Cash Surplus or any U.S. Cash Deficit based thereon; # the Estimated Mexico Cash Amount; # the Estimated Closing Indebtedness; # the Estimated Closing Transaction Expenses; # a good faith calculation of the Estimated Adjusted Purchase Price; and # a schedule of the wire instructions and the special payment directions of the Sellers with respect to amounts payable to or on behalf of them. The Estimated Closing Statement, and all components, calculations and amounts therein, shall be prepared and determined in accordance with the Accounting Principles and the other applicable provisions and definitions of this Agreement. JI shall consider in good faith the Buyer’s comments to the Estimated Closing Statement and the components thereof for the purpose of ensuring the accuracy of the payments to be made at the Closing.

Direct Supervisor. Greg Kossover, or in his absence Brad Elliott, Chairman/CEO.

Direct Billing. The parties acknowledge that a number of operational and other costs are billed by outside vendors directly to Saul Company or [[Saul Centers:Organization]]. The parties will make all reasonable efforts to confirm that such costs are billed to and paid by the correct party in each case. On a quarterly basis (or more frequently to the extent deemed appropriate by authorized officers of each of the parties), any misapplied invoices and payments shall be reconciled and appropriate payments shall be made by each party to the other. In addition, certain shared services may be billed or invoiced to both Saul Company and [[Saul Centers:Organization]]. The parties agree that either party may pay such invoices and submit a request for reimbursement to the other party.

Direct Claims. Any Action by an Indemnified Party on account of a Loss that does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents, or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.