Common use of Annual Budget Clause in Contracts

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. With the assistance of the Executive Director, the Operations Committee shall develop and recommend to the Finance Advisory Subcommittee an annual budget by mid- January of each year. The initial Annual Budget Finance Advisory Subcommittee shall recommend an annual budget to the Board of Directors on or before February 1st of each year. The annual budget shall set forth all anticipated expenses and revenues for the following fiscal year and contingency funds for unanticipated operating and capital expenses. The annual budget shall include: (1) the operating budget, (2) the capital budget, (3) the operating reserve budget and (4) the capital reserve budget. The budget shall include any planned or future capital expenses and the salaries and benefits for all persons employed by the NMRECC District, which shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior subject to the commencement budget approval process set forth herein. The useful life of equipment and other assets shall be considered when formulating the annual budget. Funds allocated to the operating reserve budget or the capital reserve budget may only be expended with the express approval of the Board of Directors. Any unspent portion of a reserve budget shall be carried forward to the next fiscal year in addition to the reserve allocation for each such fiscal year. The total budget, upon which the assessment against each of the Participating Communities is based, will be reduced by revenue from entities not a party hereto, by unexpected or unencumbered funds available at the end of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver prior to the Practice a proposed Budgetyear for which the budget is applicable, setting forth an estimate of the Practice’s or by other revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted available to the Practice Advisory CouncilDistrict. In the event that emergency expenditures are required to maintain system integrity in excess of the Parties are unable amount budgeted, the NMRECC District is authorized to agree on incur the same amount, first from the reserve fund and second from any other available funds. Any debt incurred by NMRECC shall not be subject to the limit of indebtedness prescribed in Section 10, Chapter 44 per section 18R (g) of Chapter 500 of the Acts of 2014. The NMRECC may incur debt for a Budget term not exceeding 25 years to acquire land, buildings and equipment to construct or site and maintain a regional 911 emergency communication center, provided, however, that written notice of the amount of debt and of the general purposes for which it would be authorized shall first be given by the beginning district board to the finance advisory subcommittee for approval, which shall require a majority vote. The finance advisory subcommittee shall vote on the proposed debt within 14 days of receiving notice. If the finance advisory subcommittee approves the debt, the debt may be authorized by the district board and written notice of the fiscal yearamount of debt and its general purposes shall be given to the Boards of Selectmen of each Participating Community not later than 7 days after the date on which the debt was authorized by the district board. No debt shall be incurred until the expiration of 60 days from the date the debt was authorized by the district board. If, until an agreement is reachedprior to the expiration period, the Budget for the prior year shall be deemed Board of Selectmen of any member municipality votes to be adopted as the Budget for the current year, with each line item in the Budget (with the exception disapprove of the Management Fee which amount authorized by the district board, the debt shall not be established pursuant incurred. All financial obligations of the Participating Communities shall at all times be subject to annual municipal appropriation, including, but not limited to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice Participating Communities' indemnification obligations under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnelParagraph 16 below. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding Notwithstanding the above, no change in an adopted Budget the event that a Participating Community does not pay the District its allocated share of the expenses of the District in any year, such community's membership in the NMRECC District shall be contrary subject to termination, which may be made in accordance with the terms and spirit provisions of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoParagraph 12(B).

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty Within sixty (3060) days prior to after the commencement of each fiscal year Fiscal Year during the term of the PracticeLoan, the Professional Business Manager, in consultation with the Practice, Borrower shall prepare and deliver to the Practice a proposed Budget, setting forth Lender for informational purposes only an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Annual Budget for the prior year Property for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. In addition, Borrower shall be deemed deliver to be adopted as the Lender an Annual Budget for the current yearProperty within 30 days after the commencement of any Trigger Period or Event of Default, with each which Annual Budget and any revisions thereto shall be subject to Lender's approval (the Annual Budget, as so approved, the "Approved Annual Budget"); provided, however, that Borrower shall not amend any Annual Budget more than once in any 60-day period. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval shall remain in effect. Without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed, during the continuance of a Trigger Period Borrower shall not make any expenditures that are either not provided for in the Approved Annual Budget or that would, in the aggregate, cause any line item in the Approved Annual Budget (with the exception to be exceeded by 5% or more measured on an annual basis, other than expenditures for non-discretionary items and expenditures required to be made by reason of the Management Fee occurrence of any emergency (i.e., an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which shall it would be established pursuant impracticable, under the circumstances, to obtain Lender's prior consent thereto (collectively, the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full"Non-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoDiscretionary Items").

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually Annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, Practice Advisory Council shall prepare and deliver to the Practice a proposed Budgetbudget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal yearyear (including, without limitation, the Management Fee associated with the Management Services provided by Business Manager hereunder and the salaries and benefits of all non-shareholder Professionals employed by the Practice). The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, may be submitted to amended by the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease Council from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to to-time during the any applicable fiscal year to reflect changing circumstances affecting the Practice. Disputes concerning the Budget will, at the request of either Party hereto, be submitted to the accounting firm of Ernst & Young LLP, any successor thereof, or such other big six accounting firm agreed to by the Parties, which shall determine an appropriate resolution of the dispute. Such determination shall be binding upon the Practice and the Business Manager, subject to either Party's right to petition the National Appeals Council to consider the determination of Ernst & Young LLP (or its successor or replacement), which petition may be granted at the discretion of the National Appeals Council. In all situations described in this Agreement in which Ernst & Young LLP or its successor or replacement is to act as an arbitrator of any matter relating to this Agreement, Ernst & Young LLP (or its successor or replacement) shall act as an impartial and independent arbitrator. The Parties hereby waive and release and agree to indemnify and hold harmless Ernst & Young LLP (and its successor or replacement) from and for any and all claims, demands, liabilities, losses, damages, costs and expenses relating to its determinations made in good faith pursuant to this Agreement and agree to execute any documents reasonably requested by Ernst & Young LLP (or its successor or replacement) to effectuate the same. Any final decision of Ernst & Young LLP or its successor or replacement, or the National Appeals Council concerning the Budget shall be retroactive to the first day of the Budget period in question. Notwithstanding the above, should Business Manager be in material default hereunder, the Practice shall have the exclusive right to establish the Budget. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at At least thirty (30) 30 days prior to the commencement of each fiscal year of the Practice------------- calendar year, the Professional Business ManagerService Company, in consultation with the PracticeProvider, shall prepare and deliver to the Practice Policy Board for its approval a proposed Budget, setting forth an estimate of the Practice’s revenues Provider's revenue and expenses for the upcoming fiscal yearcalendar year (including without limitation the Service and Performance Fees associated with the services provided by Service Company hereunder). The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted with respect to the Practice Advisory Councilremainder of calendar year 1996 will allocate to Provider Expenses an amount necessary to cover Provider's current obligations to its professional personnel and its other obligations identified herein, all of which shall be consistent with such similar expenditures as were incurred by Service Company prior to the acquisition of Service Company by Parent. The Budget with respect to calendar year 1997 shall provide, among other things, that [*] of the Adjusted Gross Revenue shall be allocated to Provider Expenses. In each succeeding Budget, unless the Parties otherwise mutually agree, such percentage of the Adjusted Gross Revenue shall be allocated to Provider Expenses. * This information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. In the event a proposed Budget is disapproved by either the Parties are unable Policy Board or Parent (pursuant to agree on (S)3.2(b)(i)) or the Policy Board recommends revisions to the then-current Budget (pursuant to (S)3.2(b)(ii)), Service Company, in consultation with Provider, shall promptly revise such Budget, taking into consideration the comments of the Policy Board or Parent, as applicable, and shall deliver such revised Budget to the Policy Board for approval. In the event that a proposed Budget has not been approved by both the Policy Board and Parent by the beginning of the fiscal calendar year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in year until a new Budget has been approved by both the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; Policy Board and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoParent.

Annual Budget. The initial Annual Budget Company’s anticipated budget for Fiscal Year 2022 shall be agreed upon by based on the parties before budget set forth on Exhibit B attached hereto (the execution of this Professional Business Management Agreement“Anticipated Initial Annual Budget”). ThereafterThe Manager shall set the annual budgets for Fiscal Years beginning after December 31, annually and 2022 at least thirty sixty (3060) days prior to the commencement of each fiscal year end of the PracticeFiscal Year preceding the Fiscal Year to which the annual budget relates. Notwithstanding the foregoing, and for the avoidance of doubt, the Professional Business ManagerManager shall have absolute and sole discretion to determine any and all deviations by the Company from the Anticipated Initial Annual Budget during Fiscal Year 2022, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate determinate all budgets of the Practice’s revenues Company and expenses all deviations by the Company therefrom for all periods thereafter; provided, however, that, (a) in setting any annual budget or approving any deviations therefrom, the upcoming fiscal year. The Practice Manager shall review act in good faith and without the proposed Budget actual intention to cause the Adjustment Amount to be payable by the Xcel Member or to cause the Earn-Out Event not to occur, and either approve the proposed Budget or request any changes within twenty-one (21b) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expenseManager determines that, (i) during Fiscal Year 2022, the percentage by which Company will materially deviate from the Adjusted Gross Revenue in Anticipated Initial Annual Budget, the current yearManager shall afford the Xcel Member the opportunity to consult with the Manger and provide the Manager with input into the decision making process relating to such material budget deviations for Fiscal Year 2022, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; and (ii) in setting any the increase or decrease annual budget for any subsequent Fiscal Year, that overall annual budget will materially deviate from the annual budget from the prior year Fiscal Year, or after setting the annual budget for any subsequent Fiscal Year the Company will materially deviate from that annual budget, the Manager shall afford the Xcel Member the opportunity to consult with the Manager and provide the Manager with input into the decision making process relating to setting such annual budget or such material budget deviations during such Fiscal Year; provided, further, however, that the Xcel Member’s right to provide such input shall in no way limit the Consumer Price Index - Health/Medical Services for the relevant region; Manager’s absolute and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured sole discretion to set all annual budgets and to determine any and all deviations by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget Company from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretosuch budgets.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Index—Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal yearyear with respect to the EyeMasters Practice Locations. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, : (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Index—Health/Medical Services for the relevant region; and or (iiiii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon ------------- by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal yearyear with respect to the EyeMasters Practice Locations. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and or (iiiii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual annual Budget shall be agreed upon ------------- by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal yearyear with respect to the Practice Locations. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, : (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and or (iiiii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee or Permitted Shareholder Expenses expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health-Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be for fiscal 2005 has been agreed upon by the parties before the execution of this Professional Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Each calendar year during the term of the Loan, as soon as made available to Borrower and/or Operating Lessee in accordance with the terms of Sections 3.2 of the Approved Management Agreement, Borrower or Operating Lessee shall deliver or shall cause Approved Property Manager to deliver to Lender, for informational purposes only, the Annual Budget and, promptly after preparation thereof, any subsequent revisions to the Annual Budget. If the budget approval process under the Approved Management Agreement shall be agreed upon by ongoing during the parties before continuance of a Trigger Period or an Event of Default, neither Borrower nor Operating Lessee shall exercise any budget approval right they may have under the execution Approved Management Agreement without the approval of this Professional Business Management AgreementLender, such approval not to be unreasonably conditioned, withheld or delayed. ThereafterFor so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, annually and at least thirty (30) days the Annual Budget in effect prior to any such request for approval shall remain in effect. Without the commencement prior written consent of each fiscal year Lender, which consent shall not be unreasonably withheld or delayed, during the continuance of a Trigger Period neither Borrower nor Operating Lessee shall make or approve any expenditures that are either not provided for in the Practice, the Professional Business ManagerApproved Annual Budget or that would, in consultation with the Practiceaggregate, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request cause any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Approved Annual Budget (with the exception to be exceeded by 5% or more measured on an annual basis, other than expenditures for non-discretionary items and expenditures required to be made by reason of the Management Fee occurrence of any emergency (i.e., an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which shall it would be established pursuant impracticable, under the circumstances, to obtain Lender’s prior consent thereto. For the terms avoidance of this Professional Business Management Agreement) increased doubt, decreases made or decreased by one of the following, whichever is most appropriate relative approved to the particular any line item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Approved Annual Budget shall not require Lender’s consent. Borrower and/or Operating Lessee shall deliver, or cause to be contrary to delivered, the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto2011 Annual Budget as soon as is practical.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually Annually and at least thirty (30) days prior to the ------------- commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, Practice Advisory Council shall prepare and deliver to the Practice a proposed Budgetbudget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal yearyear (including, without limitation, the Management Fee associated with the Management Services provided by Business Manager hereunder, and the salaries and benefits of all non-shareholder Professionals employed by the Practice, other Practice Expenses and Office Expenses). The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, may be submitted to amended by the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease Council from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to to-time during the any applicable fiscal year to reflect changing circumstances affecting the Practice. Disputes concerning the Budget will, at the request of either Party hereto, be submitted to the accounting firm of Ernst & Young LLP, any successor thereof, or such other big six accounting firm agreed to by the Parties, which shall determine an appropriate resolution of the dispute. Such determination shall be binding upon the Practice and the Business Manager, subject to either Party's right to petition the National Appeals Council to consider the determination of Ernst & Young LLP (or its successor or replacement), which petition may be granted at the discretion of the National Appeals Council. In all situations described in this Agreement in which Ernst & Young LLP or its successor or replacement is to act as an arbitrator of any matter relating to this Agreement, Ernst & Young LLP (or its successor or replacement) shall act as an impartial and independent arbitrator. The Parties hereby waive and release and agree to indemnify and hold harmless Ernst & Young LLP (and its successor or replacement) from and for any and all claims, demands, liabilities, losses, damages, costs and expenses relating to its determinations made in good faith pursuant to this Agreement and agree to execute any documents reasonably requested by Ernst & Young LLP (or its successor or replacement) to effectuate the same. Any final decision of Ernst & Young LLP or its successor or replacement, or the National Appeals Council concerning the Budget shall be retroactive to the first day of the Budget period in question. Notwithstanding the above, should Business Manager be in material default hereunder, the Practice shall have the exclusive right to establish the Budget. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health-Health/Medical Services for the relevant region; and or (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget (a) Following the date hereof, each of FX and LMC shall use its commercially reasonable efforts to prepare and agree to a Fiscal Year 2022 budget to design and develop its first EC Vehicle, which budget shall (i) be prepared to reflect expenditures on a monthly basis, (ii) include the timing and amounts of funding of the Capital Commitments (provided, that Capital Commitments shall be agreed upon by funded no more frequently than monthly and each Capital Contribution shall be no less than $7,500,000) and (iii) include all anticipated Company expenditures for Fiscal Year 2022, including the parties before Initial Expenditures and any licensing fees payable under the execution of this Professional Business Management AgreementFX Background IP License (the “Initial Budget”). Thereafter, annually and at least thirty Not later than sixty (3060) days prior to (A) the commencement of each fiscal year end of the Practiceperiod covered by the Initial Budget and (B) each Fiscal Year thereafter, the Professional Business Manager, in consultation with the Practice, Officers shall prepare and deliver submit to the Practice Board for approval the Annual Budget for such Fiscal Year (or portion thereof). If the Board fails to adopt and approve an Annual Budget for a proposed BudgetFiscal Year, setting forth then until an estimate of the Practice’s revenues Annual Budget for such Fiscal Year (or portion thereof) is adopted and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget approved by the beginning of the fiscal year, until an agreement is reachedBoard, the Company shall operate on the Annual Budget for the prior year shall be deemed to be adopted as immediately preceding Fiscal Year (or portion thereof) (or, in the Budget case of there are no Annual Budgets for the current yearimmediately preceding Fiscal Year, the Initial Budget), with each (x) all recurring ordinary course line item items (other than applicable costs for the relevant upcoming Fiscal Year governed by contracts that by their terms provide for fixed amounts or annual escalations or increases in the Budget (with the exception of the Management Fee such costs, which shall be established pursuant to the terms of this Professional Business Management Agreementbased on such applicable contract provisions) increased or decreased by one of the following, whichever is most appropriate relative up to the particular item of income or expense, five percent (i5%) the percentage by which the Adjusted Gross Revenue in the current yearaggregate, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iiiy) the proportionate increase any nonrecurring or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in fullnon-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoordinary course line items excluded entirely.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Retail Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Retail Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Retail Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal yearyear with respect to the Practice Locations. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, : (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Index—Health/Medical Services for the relevant region; and or (iiiii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee or Permitted Shareholder Expenses expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty Not less than sixty (3060) days prior to each full Calendar Year during the commencement Term (excluding, however, the partial year in which the delivery of each fiscal year possession of the PracticePremises occurs), Landlord, Tenant and the Building’s property manager shall in good faith agree upon a pro-forma budget setting forth any anticipated repair or maintenance requirements, the Professional Business Managercost and scope of services, in consultation with and other Operating Costs, anticipated to be incurred during the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate coming Calendar Year. Upon approval of the Practice’s revenues same by Landlord and expenses Tenant, such budget shall constitute the “Approved Budget” for the upcoming fiscal yearfollowing Calendar Year for all purposes hereof. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until Until an agreement is reached, the Approved Budget for such Calendar Year has been agreed upon (a) the prior year actual Operating Costs incurred by Landlord for the previous Calendar Year shall be deemed to be adopted used as the Budget basis for calculating the amount of Tenant’s estimated payments of Tenant’s Share of Operating Costs for the then current yearCalendar Year pursuant to Section 9.2, with each line item above, and (b) Landlord shall continue to provide services and other items within the definition of Operating Costs utilizing the same scope of services as was utilized in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the followingprevious Calendar Year, whichever is most appropriate relative to the particular item of income or expense, subject (i) the percentage by which the Adjusted Gross Revenue to variations in the current yearfrequency with which services to be provided are in fact provided, excluding any damages paid for example (and not by any Professional way of limitation) additional services or costs which may result from adverse weather conditions (e.g., increased snow removal) or increased repair needs due to aging equipment, wear and tear, uninsured damage, equipment malfunction or failure, and the Practice under any Restrictive covenant or otherwiselike, has increased or decreased compared to the corresponding period of the prior year; (ii) to increases or decreases in market rate unit prices applicable to the increase services or decrease from items required to be provided by Landlord under this Lease, despite Landlord’s commercially reasonable efforts to negotiate favorable unit pricing for such services or items; and nothing in this Section 9.4 shall be construed to require Landlord, pending the prior year agreement of the parties on an Approved Budget in any Calendar Year, to reduce, curtail or eliminate any services deemed by Landlord in its good faith judgment to be necessary for the proper maintenance and repair of the Premises in a condition comparable to similar first class office properties in the Consumer Price Index - Health/Medical Services Applicable Submarket, or to constitute a waiver of or bar to Landlord’s right to recover Tenant’s Share of Operating Costs with respect thereto. However, pending agreement on the Approved Budget for any Calendar Year, Landlord will not expand the relevant region; general scope of services provided pursuant to this Lease as reflected in such budget unless requested by Tenant or as necessary to address an Emergency. Landlord and Tenant acknowledge that the purpose of the Approved Budget is to establish the basis for Tenant’s estimated monthly payments of Operating Costs, and to provide a mechanism for jointly reviewing Operating Costs on an annual basis (iiiand on an interim basis, as provided in the last sentence of this Section) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary and making adjustments to the terms scope of services provided with respect to the management and spirit operation of this Professional Business Management Agreement nor the Building in order to minimize Operating Costs consistent with the operation of similar first class office properties in the Applicable Submarket area or to enhance the services required by Tenant. Accordingly, although Landlord will endeavor to keep Operating Costs within the scope of the Approved Budget (subject in all instances to costs which are not controllable by Landlord), in the absence of deliberate and willful misconduct, Landlord shall it have not be responsible for incurring Operating Costs in any effect on year which are in excess of those set forth in the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoApproved Budget.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be for fiscal 2005 has been agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by Manager will, within one hundred twenty (120) days ------------- after the parties before the execution of this Professional Business Management Agreement. Thereafter, annually date hereof and at least within thirty (30) days prior to the end of each calendar year thereafter, submit a preliminary budget which reflects on a monthly basis the estimated receipts, disbursements, operational expenditures and capital expenditures for the ensuing calendar year and which will include: (a) a schedule projecting amounts to be collected as Maintenance Charges from owners of the Property; (b) a schedule of amounts which the Manager estimates will be spent for salaries, repairs, maintenance, replacements and capital improvements; and (c) any other item reasonably requested by the Owner. The preliminary budget will be submitted in writing to the Owner for approval and the Owner will have the right to make any changes thereto and finalize the budget in form satisfactory to the Owner in the Owner's sole discretion (hereafter the "Annual Budget"). The Owner will inform the Manager of any change to the preliminary budget submitted by the Manager before commencement of each fiscal year the period covered by the Annual Budget and the Annual Budget shall constitute the standard pursuant to which the Manager will operate the Common Areas of the Practice, Property during the Professional Business Manager, in consultation with the Practice, shall ensuing calendar year. The Manager will thereafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted Owner prior to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of each quarter during the fiscal year, until an agreement is reachedensuing year any changes in the information and estimates contained in the Annual Budget necessary to reflect current conditions. At the sole option of the Owner, the Budget for Annual Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will operate the Common Areas of the Property. The Manager will not, without the prior year shall be deemed to be adopted as written consent of the Budget for the current yearOwner, with each line item incur any non-utility expense in the Budget (with the exception operation, maintenance and management of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one Common Areas of the followingProperty which would, whichever is most appropriate relative if annualized, exceed by five percent (5%) or more any single annualized amount allocated to the particular item classification of income or expense, (i) the percentage by which the Adjusted Gross Revenue expense in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties heretoAnnual Budget.

Annual Budget. The initial Annual Budget shall be agreed upon by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, (i) the i)the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual annual Budget shall be agreed upon ------------- by the parties before the execution of this Professional Business Management Agreement. Thereafter, annually and at least thirty (30) days prior to the commencement of each fiscal year of the Practice, the Professional Business Manager, in consultation with the Practice, shall prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s 's revenues and expenses for the upcoming fiscal yearyear with respect to the Practice Locations. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of the fiscal year, until an agreement is reached, the Budget for the prior year shall be deemed to be adopted as the Budget for the current year, with each line item in the Budget (with the exception of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one of the following, whichever is most appropriate relative to the particular item of income or expense, : (i) the percentage by which the Adjusted Gross Revenue in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and or (iiiii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnel. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.

Annual Budget. The initial Annual Budget shall be agreed upon by Manager will, within one hundred twenty (120) days after the parties before the execution of this Professional Business Management Agreement. Thereafter, annually date hereof and at least within thirty (30) days prior to the end of each calendar year thereafter, submit a preliminary budget which reflects on a monthly basis the estimated receipts, disbursements, operational expenditures and capital expenditures for the ensuing calendar year and which will include: (a) a schedule projecting amounts to be collected as Maintenance Charges from owners of the Property; (b) a schedule of amounts which the Manager estimates will be spent for salaries, repairs, maintenance, replacements and capital improvements; and (c) any other item reasonably requested by the Owner. The preliminary budget will be submitted in writing to the Owner for approval and the Owner will have the right to make any changes thereto and finalize the budget in form satisfactory to the Owner in the Owner's sole discretion (hereafter the "Annual Budget"). The Owner will inform the Manager of any change to the preliminary budget submitted by the Manager before commencement of each fiscal year the period covered by the Annual Budget and the Annual Budget shall constitute the standard pursuant to which the Manager will operate the Common Areas of the Practice, Property during the Professional Business Manager, in consultation with the Practice, shall ensuing calendar year. The Manager will thereafter prepare and deliver to the Practice a proposed Budget, setting forth an estimate of the Practice’s revenues and expenses for the upcoming fiscal year. The Practice shall review the proposed Budget and either approve the proposed Budget or request any changes within twenty-one (21) days after receiving the proposed Budget. Disputes concerning the Budget shall, at the request of either party hereto, be submitted Owner prior to the Practice Advisory Council. In the event the Parties are unable to agree on a Budget by the beginning of each quarter during the fiscal year, until an agreement is reachedensuing year any changes in the information and estimates contained in the Annual Budget necessary to reflect current conditions. At the sole option of the Owner, the Budget for Annual Budget, as amended, will thereafter constitute the standard pursuant to which the Manager will operate the Common Areas of the Property. The Manager will not, without the prior year shall be deemed to be adopted as written consent of the Budget for the current yearOwner, with each line item incur any non-utility expense in the Budget (with the exception operation, maintenance and management of the Management Fee which shall be established pursuant to the terms of this Professional Business Management Agreement) increased or decreased by one Common Areas of the followingProperty which would, whichever is most appropriate relative if annualized, exceed by five percent (5%) or more any single annualized amount allocated to the particular item classification of income or expense, (i) the percentage by which the Adjusted Gross Revenue expense in the current year, excluding any damages paid by any Professional to the Practice under any Restrictive covenant or otherwise, has increased or decreased compared to the corresponding period of the prior year; (ii) the increase or decrease from the prior year in the Consumer Price Index - Health/Medical Services for the relevant region; and (iii) the proportionate increase or decrease in mutually agreed upon personnel costs as measured by the increase or decrease in full-time-equivalent personnelAnnual Budget. The Practice Advisory Council may revise or modify the Budget from time to time during the applicable fiscal year to reflect changing circumstances affecting the Practice. Additionally, notwithstanding the above, no change in an adopted Budget shall be contrary to the terms and spirit of this Professional Business Management Agreement nor shall it have any effect on the Management Fee expressly agreed to herein, unless approved in advance in writing by the Parties hereto.3.3