Common use of Approved Fee Rate Clause in Contracts

Approved Fee Rate. The “Approved Fee Rate” applicable to each Recipient Party during each applicable fiscal year shall be a fixed percentage determined as set forth in this Section 3 in accordance with a methodology that may take into account the Provider’s budgeted costs, including Applicable Bank Fees, of providing the Services to the applicable Recipient Party (“Budgeted Service Costs”), and other applicable factors which may include, among other things, market benchmark rates applicable to services provided by other providers that are similar to the Service, rates that provider offers to third Person customers, and appropriate discounts applicable to large volume customers. For clarity, all references to “fiscal year” in this Schedule 7.1 are, unless otherwise expressly stated, to the fiscal year of Recipient. The Approved Fee Rate shall be determined as follows: (a) The Approved Fee Rate applicable to each of the Recipient Parties for fiscal year beginning 2012 shall be such percentage as the Parties shall have initially agreed in writing until such time as a new Approved Fee Rate is determined pursuant to Section 3(c) of this Schedule 7.1. (b) [Reserved]. (c) The Approved Fee Rate for all Services performed pursuant to this Agreement during each fiscal year of the Term after fiscal year 2012, and any changes to the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, shall be determined by the unanimous agreement of the Independent Directors when Recipient’s board of directors meets to approve Recipient’s annual budget for the applicable fiscal year. Any changes to the Approved Fee Rate (i) for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or (ii) for each fiscal year after 2012 during the Term from the previous year’s Approved Fee Rate, shall be based on changes to Provider’s Budgeted Service Costs. The annual proposal to the Independent Directors for the Approved Fee Rate (the “Annual Proposal Process”) shall be based on the results of all audits and cost reviews relating to the immediately prior fiscal year conducted in accordance with Section 8.2 of this Agreement and/or this Section 3 of this Schedule 7.1. If any change is proposed to the Approved Fee Rate that is not based on changes to Provider’s Budgeted Service Costs, or is not proposed during the Annual Proposal Process, such change may be made upon such terms and conditions as the Independent Directors, the Recipient and the Provider may agree to be appropriate, and notwithstanding Section 16.13 (Entire Agreement) of this Agreement, the Recipient and the Provider shall have regard to any previous arrangements and discussions between them concerning adjustments to the Approved Fee Rate when considering any terms and conditions applicable to such proposed change in the Approved Fee Rate. Without prejudice to the foregoing, any change to the Approved Fee Rate may only be made with (a) the unanimous agreement of the Independent Directors, (b) the Recipient (after satisfying its internal requirements for approval to changes to related party transactions) and (c) the Provider. Provider and HoldCo shall make available to representatives of the Independent Directors and the Recipient all such budget information, market information, third party customer rate information and other financial information and documentation, including information and documentation relating to Provider’s historical costs and cost structure, including all such information and documentation that Provider or HoldCo is required to provide to Recipient pursuant to, but subject to the limitations set forth in, Section 9.2 of the Purchase Agreement, to the extent necessary for such representatives to review, determine and approve the applicable Approved Fee Rate. For clarity, an IPO shall not affect or otherwise limit Provider’s and HoldCo’s obligations to make the foregoing information and documentation available to representatives of the Independent Directors and the Recipient during the Term of this Agreement, notwithstanding any effect such IPO may have with respect to Recipient’s, HoldCo’s and Provider’s respective rights and obligations pursuant to Section 9.2 of the Purchase Agreement, except, solely with respect to such rights and obligations pursuant to Section 9.2 of the Purchase Agreement, if and to the extent required by any relevant stock exchange or Governmental Authority or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO. In connection with its review of Provider’s Budgeted Service Costs, the Independent Directors may appoint an internationally recognized accounting firm (which shall initially be PricewaterhouseCoopers LLP) to review the financial and operating data used in preparing Provider’s calculation and the working papers of Provider’s auditors (if not prohibited by Provider’s auditors, provided that Provider will not withhold any consents necessary to permit Provider’s auditors to provide access to such working papers) related thereto in accordance with the Auditor’s Review Instructions. Provider acknowledges and agrees that it is responsible for controlling its overall expenses to prevent costs from exceeding the Budgeted Service Costs that were used to determine the Approved Fee Rate. Until such time as all such approvals required under this Section 3(c) have been obtained, the Approved Fee Rate for the immediately preceding year shall remain in effect. For clarity, neither the Independent Directors nor the Recipient are under any obligation to approve any annual budget or any increase in the Approved Fee Rate which they find unreasonable. Upon such approval, the Approved Fee Rate shall be adjusted retroactively to the commencement of the applicable fiscal year.

Approved Fee Rate. The “Approved Fee Rate” applicable to each Recipient Party during each applicable fiscal year shall be a fixed percentage determined as set forth in this Section 3 in accordance with a methodology that may take into account the Provider’s budgeted costs, including Applicable Bank Fees, of providing the Services to the applicable Recipient Party (“Budgeted Service Costs”), and other applicable factors which may include, among other things, market benchmark rates applicable to services provided by other providers that are similar to the Service, rates that provider offers to third Person customers, and appropriate discounts applicable to large volume customers. For clarity, all references to “fiscal year” in this Schedule 7.1 are, unless otherwise expressly stated, to the fiscal year of Recipient. The Approved Fee Rate shall be determined as follows: (a) The Approved Fee Rate applicable to each of the for Recipient Parties for fiscal year beginning 2012 shall be such percentage as the Parties shall have initially agreed in writing 0.27% until such time as a new Approved Fee Rate is determined pursuant to Section 3(c) of this Schedule 7.1. (b) [Reserved]. (c) The Approved Fee Rate for all Services performed pursuant to this Agreement during each fiscal year of the Term after fiscal year 2012, and any changes to the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, shall be determined by the unanimous agreement of the Independent Directors when Recipient’s board of directors meets to approve Recipient’s annual budget for the applicable fiscal year. Any changes to the Approved Fee Rate (i) for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or (ii) for each fiscal year after 2012 during the Term from the previous year’s Approved Fee Rate, shall be based on changes to Provider’s Budgeted Service Costs. The annual proposal to the Independent Directors for the Approved Fee Rate (the “Annual Proposal Process”) shall be based on the results of all audits and cost reviews relating to the immediately prior fiscal year conducted in accordance with Section 8.2 of this Agreement and/or this Section 3 of this Schedule 7.1. If any change is proposed to the Approved Fee Rate that is not based on changes to Provider’s Budgeted Service Costs, or is not proposed during the Annual Proposal Process, such change may be made upon such terms and conditions as the Independent Directors, the Recipient and the Provider may agree to be appropriate, and notwithstanding Section 16.13 (Entire Agreement) of this Agreement, the Recipient and the Provider shall have regard to any previous arrangements and discussions between them concerning adjustments to the Approved Fee Rate when considering any terms and conditions applicable to such proposed change in the Approved Fee Rate. Without prejudice to the foregoing, any change to the Approved Fee Rate may only be made with (a) the unanimous agreement of the Independent Directors, (b) the Recipient (after satisfying its internal requirements for approval to changes to related party transactions) and (c) the Provider. Provider and HoldCo shall make available to representatives of the Independent Directors and the Recipient all such budget information, market information, third party customer rate information and other financial information and documentation, including information and documentation relating to Provider’s historical costs and cost structure, including all such information and documentation that Provider or HoldCo is required to provide to Recipient pursuant to, but subject to the limitations set forth in, Section 9.2 of the Purchase Agreement, to the extent necessary for such representatives to review, determine and approve the applicable Approved Fee Rate. For clarity, an IPO (as defined pursuant to Section 6(a) below) shall not affect or otherwise limit Provider’s and HoldCo’s obligations to make the foregoing information and documentation available to representatives of the Independent Directors and the Recipient during the Term of this Agreement, notwithstanding any effect such IPO may have with respect to Recipient’s, HoldCo’s and Provider’s respective rights and obligations pursuant to Section 9.2 of the Purchase Agreement, except, solely with respect to such rights and obligations pursuant to Section 9.2 of the Purchase Agreement, if and to the extent required by any relevant stock exchange or Governmental Authority or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO. In connection with its review of Provider’s Budgeted Service Costs, the Independent Directors may appoint an internationally recognized accounting firm (which shall initially be PricewaterhouseCoopers LLP) to review the financial and operating data used in preparing Provider’s calculation and the working papers of Provider’s auditors (if not prohibited by Provider’s auditors, provided that Provider will not withhold any consents necessary to permit Provider’s auditors to provide access to such working papers) related thereto in accordance with the Auditor’s Review Instructions. Provider acknowledges and agrees that it is responsible for controlling its overall expenses to prevent costs from exceeding the Budgeted Service Costs that were used to determine the Approved Fee Rate. Until such time as all such approvals required Each Approved Fee Rate determined under this Section 3(c) have been shall be subject to approval by the unanimous agreement of the Independent Directors in connection with such annual budget meeting, and until such time as such approval by the Independent Directors is obtained, the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or, during subsequent fiscal years during the Term, for the immediately preceding year year, shall remain in effect. For clarity, neither the Independent Directors nor the Recipient are under any no obligation to approve any annual budget or any increase in the Approved Fee Rate which they find unreasonable. Upon such approval, the Approved Fee Rate shall be adjusted retroactively to the commencement of the applicable fiscal year.

Approved Fee Rate. The “Approved Fee Rate” applicable to each Recipient Party during each applicable fiscal year shall be a fixed percentage determined as set forth in this Section 3 of this Schedule 7.1 in accordance with a methodology that may take into account the Provider’s budgeted costs, including Applicable Bank Fees, of providing the Services to the ​ ​ applicable Recipient Party (“Budgeted Service Costs”), and other applicable factors which may include, among other things, market benchmark rates applicable to services provided by other providers that are similar to the Service, rates that provider offers to third Person customers, and appropriate discounts applicable to large volume customers. For clarity, all references to “fiscal year” in this Schedule 7.1 are, unless otherwise expressly stated, to the fiscal year of Recipient. The Approved Fee Rate shall be determined as follows: (a) The Approved Fee Rate applicable to each of the Recipient Parties for fiscal year beginning 2012 shall be such percentage as the Parties shall have initially agreed in writing until such time as a new Approved Fee Rate is determined pursuant to Section 3(c) of this Schedule 7.1. (b) [Reserved]. (c) The Approved Fee Rate for all Services performed pursuant to this Agreement during each fiscal year of the Term after fiscal year 2012, and any changes to the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, shall be determined by the unanimous agreement of the Independent Directors when Recipient’s board of directors meets to approve Recipient’s annual budget for the applicable fiscal year. Any changes to the Approved Fee Rate (i) for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or (ii) for each fiscal year after 2012 during the Term from the previous year’s Approved Fee Rate, shall be based on changes to Provider’s Budgeted Service Costs. The annual proposal to the Independent Directors for the Approved Fee Rate (the “Annual Proposal Process”) shall be based on the results of all audits and cost reviews relating to the immediately prior fiscal year conducted in accordance with Section 8.2 of this the Agreement and/or this Section 3 of this Schedule 7.1. If any change is proposed to the Approved Fee Rate that is not based on changes to Provider’s Budgeted Service Costs, or is not proposed during the Annual Proposal Process, such change may be made upon such terms and conditions as the Independent Directors, the Recipient and the Provider may agree to be appropriate, and notwithstanding Section 16.13 (Entire Agreement) of this Agreement, the Recipient and the Provider shall have regard to any previous arrangements and discussions between them concerning adjustments to the Approved Fee Rate when considering any terms and conditions applicable to such proposed change in the Approved Fee Rate. Without prejudice to the foregoing, any change to the Approved Fee Rate may only be made with (a) the unanimous agreement of the Independent Directors, (b) the Recipient (after satisfying its internal requirements for approval to changes to related party transactions) and (c) the Provider. Provider and HoldCo shall make available to representatives of the Independent Directors and the Recipient all such budget information, market information, third party customer rate information and other financial information and documentation, including information and documentation relating to Provider’s historical costs and cost structure, including all such information and documentation that Provider or HoldCo is required to provide to Recipient pursuant to, but subject to the limitations set forth in, Section 9.2 of the Purchase Agreement, to the extent necessary for such representatives to review, determine and approve the applicable Approved Fee Rate. For clarity, an IPO shall not affect or otherwise limit Provider’s and HoldCo’s obligations to make the foregoing information and documentation available to representatives of the Independent Directors and the Recipient during the Term of this Agreement, notwithstanding any effect such IPO may have with respect to Recipient’s, HoldCo’s and Provider’s respective rights and obligations pursuant to Section 9.2 of the Purchase ​ ​ Agreement, except, solely with respect to such rights and obligations pursuant to Section 9.2 of the Purchase Agreement, if and to the extent required by any relevant stock exchange or Governmental Authority or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO. In connection with its review of Provider’s Budgeted Service Costs, the Independent Directors may appoint an internationally recognized accounting firm (which shall initially be PricewaterhouseCoopers LLP) to review the financial and operating data used in preparing Provider’s calculation and the working papers of Provider’s auditors (if not prohibited by Provider’s auditors, provided that Provider will not withhold any consents necessary to permit Provider’s auditors to provide access to such working papers) related thereto in accordance with the Auditor’s Review Instructions. Provider acknowledges and agrees that it is responsible for controlling its overall expenses to prevent costs from exceeding the Budgeted Service Costs that were used to determine the Approved Fee Rate. Until such time as all such approvals required under this Section 3(c) of this Schedule 7.1 have been obtained, the Approved Fee Rate for the immediately preceding year shall remain in effect. For clarity, neither the Independent Directors nor the Recipient are under any obligation to approve any annual budget or any increase in the Approved Fee Rate which they find unreasonable. Upon such approval, the Approved Fee Rate shall be adjusted retroactively to the commencement of the applicable fiscal year.

Approved Fee Rate. The “Approved Fee Rate” applicable to each Recipient Party during each applicable fiscal year shall be a fixed percentage determined as set forth in this Section 3 in accordance with a methodology that may take into account the Provider’s budgeted costs, including Applicable Bank Fees, of providing the Services to the applicable Recipient Party (“Budgeted Service Costs”), and other applicable factors which may include, among other things, market benchmark rates applicable to services provided by other providers that are similar to the Service, rates that provider offers to third Person customers, and appropriate discounts applicable to large volume customers. For clarity, all references to “fiscal year” in this Schedule 7.1 are, unless otherwise expressly stated, to the fiscal year of Recipient. The Approved Fee Rate shall be determined as follows: (a) The Approved Fee Rate applicable to each sites operated by Taobao Marketplace (xxx.xxxxxx.xxx) and Taobao Mall (xxx.xxxxx.xxx) (collectively, the “Taobao Recipient Party”) for all Services provided by Provider to the Taobao Recipient Party during fiscal year 2011 shall be twenty-seven one-hundredths of the one percent (0.27%). (b) The Approved Fee Rate applicable to Recipient Parties for other than the Taobao Recipient Party during fiscal year beginning 2011 shall be zero percent (0.00%). Notwithstanding the provisions for the determination of default Approved Fee Rates in subsequent years set forth in Section 3(c) of this Schedule 7.1, the default Approved Fee Rate for Recipient Parties other than the Taobao Recipient Parties during fiscal year 2012 shall be such percentage as the Parties shall have initially agreed in writing 0.27% until such time as a new Approved Fee Feed Rate is determined pursuant to Section 3(c) of this Schedule 7.1. (b) [Reserved]. (c) The Approved Fee Rate for all Services performed pursuant to this Agreement during each subsequent fiscal year years of the Term after fiscal year 2012, and any changes to the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, 2011 shall be determined by the unanimous agreement of the Independent Directors when Recipient’s board of directors meets to approve Recipient’s annual budget for the applicable fiscal year. Any changes to the Approved Fee Rate (i) for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or (ii) for each fiscal year after 2012 during the Term from the previous year’s Approved Fee Rate, Rate shall be based on changes to Provider’s Budgeted Service Costs. The annual proposal to the Independent Directors for the Approved Fee Rate (the “Annual Proposal Process”) shall be based on the results of all audits and cost reviews relating to the immediately prior fiscal year conducted in accordance with Section 8.2 of this Agreement and/or this Section 3 of this Schedule 7.17. 1. If any change is proposed Subject to Section 7.09 of the Approved Fee Rate that is not based on changes to Provider’s Budgeted Service Costs, or is not proposed during the Annual Proposal Process, such change may be made upon such terms and conditions as the Independent Directors, the Recipient and the Provider may agree to be appropriate, and notwithstanding Section 16.13 (Entire Agreement) of this Framework Agreement, the Recipient and the Provider shall have regard to any previous arrangements and discussions between them concerning adjustments to the Approved Fee Rate when considering any terms and conditions applicable to such proposed change in the Approved Fee Rate. Without prejudice to the foregoing, any change to the Approved Fee Rate may only be made with (a) the unanimous agreement of the Independent Directors, (b) the Recipient (after satisfying its internal requirements for approval to changes to related party transactions) and (c) the Provider. Provider and HoldCo shall make available to representatives of the Independent Directors and the Recipient all such budget information, market information, third party customer rate information and other financial information and documentation, including information and documentation relating to Provider’s historical costs and cost structure, including all such information and documentation that Provider or HoldCo is required to provide to Recipient pursuant to, but subject to the limitations set forth in, Section 9.2 of the Purchase Agreement, to the extent necessary for such representatives to review, determine and approve the applicable Approved Fee Rate. For clarity, an IPO shall not affect or otherwise limit Provider’s and HoldCo’s obligations to make the foregoing information and documentation available to representatives of the Independent Directors and the Recipient during the Term of this Agreement, notwithstanding any effect such IPO may have with respect to Recipient’s, HoldCo’s and Provider’s respective rights and obligations pursuant to Section 9.2 of the Purchase Agreement, except, solely with respect to such rights and obligations pursuant to Section 9.2 of the Purchase Agreement, if and to the extent required by any relevant stock exchange or Governmental Authority or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO. In connection with its review of Provider’s Budgeted Service Costs, the Independent Directors may appoint an internationally recognized accounting firm (which shall initially be PricewaterhouseCoopers LLP) to review the financial and operating data used in preparing Provider’s calculation and the working papers of Provider’s auditors (if not prohibited by Provider’s auditors, provided that Provider will not withhold any consents necessary to permit Provider’s auditors to provide access to such working papers) related thereto in accordance with the Auditor’s Review Instructions. Provider acknowledges and agrees that it is responsible for controlling its overall expenses to prevent costs from exceeding the Budgeted Service Costs that were used to determine the Approved Fee Rate. Until such time as all such approvals required Each Approved Fee Rate determined under this Section 3(c) have been shall be subject to approval by the unanimous agreement of Independent Directors in connection with such annual budget meeting, and until such time as such approval by the Independent Directors is obtained, the Approved Fee Rate for the immediately preceding year shall remain in effect. For clarity, neither the Independent Directors nor the Recipient are under any no obligation to approve any annual budget or any increase in the Approved Fee Rate which they find unreasonable. Upon such approval, the Approved Fee Rate shall be adjusted retroactively to the commencement of the applicable fiscal year.

Approved Fee Rate. The “Approved Fee Rate” applicable to each Recipient Party during each applicable fiscal year shall be a fixed percentage determined as set forth in this Section 3 in accordance with a methodology that may take into account the Provider’s budgeted costs, including Applicable Bank Fees, of providing the Services to the applicable Recipient Party (“Budgeted Service Costs”), and other applicable factors which may include, among other things, market benchmark rates applicable to services provided by other providers that are similar to the Service, rates that provider offers to third Person customers, and appropriate discounts applicable to large volume customers. For clarity, all references to “fiscal year” in this Schedule 7.1 are, unless otherwise expressly stated, to the fiscal year of Recipient. The Approved Fee Rate shall be determined as follows: (a) The Approved Fee Rate applicable to each sites operated by Taobao Marketplace (xxx.xxxxxx.xxx) and Taobao Mall (xxx.xxxxx.xxx) (collectively, the “Taobao Recipient Party”) for all Services provided by Provider to the Taobao Recipient Party during fiscal year 2011 shall be twenty-seven one-hundredths of the one percent (0.27%). (b) The Approved Fee Rate applicable to Recipient Parties for other than the Taobao Recipient Party during fiscal year beginning 2011 shall be zero percent (0.00%). Notwithstanding the provisions for the determination of default Approved Fee Rates in subsequent years set forth in Section 3(c) of this Schedule 7.1, the default Approved Fee Rate for Recipient Parties other than the Taobao Recipient Parties during fiscal year 2012 shall be such percentage as the Parties shall have initially agreed in writing 0.27% until such time as a new Approved Fee Feed Rate is determined pursuant to Section 3(c) of this Schedule 7.1. (b) [Reserved]. (c) The Approved Fee Rate for all Services performed pursuant to this Agreement during each subsequent fiscal year years of the Term after fiscal year 2012, and any changes to the Approved Fee Rate for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, 2011 shall be determined by the unanimous agreement of the Independent Directors when Recipient’s board of directors meets to approve Recipient’s annual budget for the applicable fiscal year. Any changes to the Approved Fee Rate (i) for fiscal year 2012 set forth in Section 3(a) of this Schedule 7.1, or (ii) for each fiscal year after 2012 during the Term from the previous year’s Approved Fee Rate, Rate shall be based on changes to Provider’s Budgeted Service Costs. The annual proposal to the Independent Directors for the Approved Fee Rate (the “Annual Proposal Process”) shall be based on the results of all audits and cost reviews relating to the immediately prior fiscal year conducted in accordance with Section 8.2 of this Agreement and/or this Section 3 of this Schedule 7.1. If any change is proposed Subject to Section 7.09 of the Approved Fee Rate that is not based on changes to Provider’s Budgeted Service Costs, or is not proposed during the Annual Proposal Process, such change may be made upon such terms and conditions as the Independent Directors, the Recipient and the Provider may agree to be appropriate, and notwithstanding Section 16.13 (Entire Agreement) of this Framework Agreement, the Recipient and the Provider shall have regard to any previous arrangements and discussions between them concerning adjustments to the Approved Fee Rate when considering any terms and conditions applicable to such proposed change in the Approved Fee Rate. Without prejudice to the foregoing, any change to the Approved Fee Rate may only be made with (a) the unanimous agreement of the Independent Directors, (b) the Recipient (after satisfying its internal requirements for approval to changes to related party transactions) and (c) the Provider. Provider and HoldCo shall make available to representatives of the Independent Directors and the Recipient all such budget information, market information, third party customer rate information and other financial information and documentation, including information and documentation relating to Provider’s historical costs and cost structure, including all such information and documentation that Provider or HoldCo is required to provide to Recipient pursuant to, but subject to the limitations set forth in, Section 9.2 of the Purchase Agreement, to the extent necessary for such representatives to review, determine and approve the applicable Approved Fee Rate. For clarity, an IPO shall not affect or otherwise limit Provider’s and HoldCo’s obligations to make the foregoing information and documentation available to representatives of the Independent Directors and the Recipient during the Term of this Agreement, notwithstanding any effect such IPO may have with respect to Recipient’s, HoldCo’s and Provider’s respective rights and obligations pursuant to Section 9.2 of the Purchase Agreement, except, solely with respect to such rights and obligations pursuant to Section 9.2 of the Purchase Agreement, if and to the extent required by any relevant stock exchange or Governmental Authority or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO. In connection with its review of Provider’s Budgeted Service Costs, the Independent Directors may appoint an internationally recognized accounting firm (which shall initially be PricewaterhouseCoopers LLP) to review the financial and operating data used in preparing Provider’s calculation and the working papers of Provider’s auditors (if not prohibited by Provider’s auditors, provided that Provider will not withhold any consents necessary to permit Provider’s auditors to provide access to such working papers) related thereto in accordance with the Auditor’s Review Instructions. Provider acknowledges and agrees that it is responsible for controlling its overall expenses to prevent costs from exceeding the Budgeted Service Costs that were used to determine the Approved Fee Rate. Until such time as all such approvals required Each Approved Fee Rate determined under this Section 3(c) have been shall be subject to approval by the unanimous agreement of Independent Directors in connection with such annual budget meeting, and until such time as such approval by the Independent Directors is obtained, the Approved Fee Rate for the immediately preceding year shall remain in effect. For clarity, neither the Independent Directors nor the Recipient are under any no obligation to approve any annual budget or any increase in the Approved Fee Rate which they find unreasonable. Upon such approval, the Approved Fee Rate shall be adjusted retroactively to the commencement of the applicable fiscal year.