Maintenance Charges. The Lessee shall pay the Maintenance Agency monthly Maintenance Charges commencing from the Rent Commencement Date or the Date on which Lessee starts their operations whichever is earlier.as set out in the Maintenance Agreement, which the Lessor has informed the Lessee is based on actual cost plus 15% (fifteen percent) management fee plus taxes. Presently estimated monthly maintenance charge for is Rs. 9/- (Rupees Nine only) per square feet of Super Built Up Area per month which is exclusive of goods and service tax. However, all variables like power consumption charges including DG Backup, water charges and other consumables for the Common Area including common cafeteria and campus maintenance, if any, will be extra as per actuals on proportionate basis to be paid by the Lessee.

[Section 3.19(a)] of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation, employment, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code [Section 125] cafeteria, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Sellers for the benefit of any Transferred Employee or any spouse or dependent of such Transferred

“Base Salary” means the annual base rate of compensation payable to an Eligible Officer at the time of a Termination Event, such annual base rate of compensation not reduced by any pre-tax deferrals under any tax-qualified plan, non-qualified deferred compensation plan, qualified transportation fringe benefit plan under Code [Section 132(f)], or cafeteria plan under Code [Section 125] maintained by the Corporation, but excluding the following: incentive or other bonus plan payments, accrued vacation, commissions, sick leave, holidays, jury duty, bereavement, other paid leaves of absence, short-term disability payments, recruiting/job referral bonuses, severance, hiring bonuses, long-term disability payments, payments from a nonqualified deferred compensation plan maintained by the Corporation, or amounts paid on account of the exercise of stock options or on account of the award or vesting of restricted or performance stock or other stock-based compensation.

“Base Salary” means the Eligible Employee’s annual base salary in effect immediately preceding the Eligible Employee’s Qualifying Termination or, if greater, in effect immediately preceding the consummation of a Change in Control; provided, however, that if the Eligible Employee’s Qualifying Termination occurs prior to consummation of a Change in Control, “Base Salary” shall mean the Eligible Employee’s annual base salary in effect immediately preceding the date of such termination. “Base Salary” shall be determined without taking into account any reductions made without the Eligible Employee’s consent, and without taking into account any reduction for any employee-elected salary reduction contributions made to a qualified cash or deferred arrangement (within the meaning of Section 401(k) of the Code) or for the purchase of benefits pursuant to a cafeteria plan (within the meaning of Section 125(d) of the Code) maintained by a member of the Company Group.

“Plan” means # all employee benefit plans (as defined in Section 3(3) of ERISA), # all bonus (including transaction bonus), incentive compensation, equity or equity-based, stock appreciation right, phantom stock, restricted stock or unit, performance stock or unit, employee stock ownership, stock purchase, deferred compensation, change in control, employment, noncompetition, nondisclosure, vacation, holiday, sick leave, retention, severance, retirement, savings, pension, money purchase, target benefit, cash balance, excess benefit, supplemental executive retirement, profit sharing, life insurance, cafeteria ([Section 125]), adoption assistance, dependent care assistance, voluntary employees beneficiary, multiple employer welfare, medical, dental, vision, severance, change in control, multiple employer welfare, supplemental unemployment compensation, accident, disability, fringe benefit, welfare benefit, paid time off, employee loan, and salary continuation plans, programs, policies, agreements, arrangements, commitments, practices, contracts, associations and understandings (written or unwritten) including, without limitation, any trust, escrow or other agreement related thereto and any similar plans, programs, policies, agreements, arrangements, commitments, practices, contracts and understandings (written or unwritten), and # all employee benefit plans pursuant to foreign Laws.

. A withdrawal will be considered as necessary to satisfy an immediate and heavy financial need of a Participant only if # the Participant has obtained all distributions (including currently available dividends on Company Stock that may be distributed to the Participant pursuant to [Section 8.2]), other than hardship withdrawals, and, for hardship withdrawals made prior to January 1, 2019 only, all nontaxable loans under all plans maintained by the Controlling Company and its Affiliates; # for periods prior to January 1, 2019 only, all plans maintained by the Controlling Company and its Affiliates provide that the Participant’s elective contributions and employee contributions will be suspended for a 6-month period following the hardship withdrawal; and # the withdrawal is not in excess of the amount of the Participant’s immediate and heavy financial need. For purposes of clause (ii) of the preceding sentence, the term “plans” includes qualified and nonqualified plans of deferred compensation, cash or deferred arrangements that are part of a cafeteria plan, and stock option, stock purchase and similar plans; however, it does not include the mandatory employee contribution portion of a defined benefit plan or a health and welfare benefit plan (including one that is part of a cafeteria plan). For hardship withdrawals made before January 1, 2020, the Administrative Committee will make its determination as to whether a Participant has suffered an immediate and heavy financial need and whether it is necessary to use a hardship withdrawal from the Plan to satisfy that need on the basis of all relevant facts and circumstances. For hardship withdrawals made on or after January 1, 2020, the Participant must represent (in writing, by an electronic medium, or in any other form permitted by applicable Treasury guidance) that he or she has insufficient cash or other liquid assets reasonably available to satisfy the need, and the Administrative Committee will rely on such representation unless it has actual knowledge to the contrary. The amount of an immediate and heavy financial need may include amounts necessary for the Participant to pay any federal, state or local taxes or penalties which are reasonably anticipated to result from the hardship withdrawal.

Health and Dependent Flex Account Transfer. Effective as of the Closing Date, Buyer will, as to the Hired Employees that have in effect flexible spending reimbursement accounts for medical and dependent care expenses under a cafeteria plan qualified under Section 125 of the Code, maintain such a plan and will credit such accounts with the amount credited as of the Closing under comparable accounts maintained with Seller from the beginning of the plan year to the Closing Date. As soon as practical after the Closing # Seller will pay to Buyer in cash the amount, if any, by which aggregate contributions made by Hired Employees to Seller’s flexible spending accounts for such plan year exceeded the aggregate benefits provided to Hired Employees for such plan year as of the Closing; or # Buyer will pay to Seller in cash the amount, if any, by which aggregate benefits provided to Hired Employees under Seller’s flexible spending accounts exceeded the aggregate contributions made by Hired Employees for such plan year as of the Closing Date.

With respect to leases of real property entered into by any Loan Party on or after the Closing Date, such Loan Party shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, # Liens and the Guarantees required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as agreed in writing between the Administrative Agent and the applicable Loan Party providing such security, # the Collateral and Guarantee Requirement shall not apply to any of the following assets: # any Non‑Material Real Property or Real Property that is located in a jurisdiction other than the United States and any leasehold interests in real property, # motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing Statement or equivalent, # investment property and letter of credit rights with a value of less than $10,000,000 for each such property or right, # any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or any assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable Law with respect thereto, the grant of a security interest or Lien therein for the benefit of the Secured Parties # is prohibited, # would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or # is permitted only with the consent of another party (including, without limitation, any Governmental Authority[[Borrower:Organization]] (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable[[Borrower:Organization]] and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided, that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable Law or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or license agreement (including any receivables[[Borrower:Organization]], # any shares of any Foreign Subsidiary or CFC Holdco other than 65% of all of the issued and outstanding Equity Interests in any Foreign Subsidiary or CFC Holdco (other than an Immaterial Subsidiary[[Borrower:Organization]] directly owned by a Loan Party, # any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or when an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, # company-owned life insurance policies with respect to the employees of any Loan Party and # cafeteria plan flex accounts and similar employee benefit arrangements, # no control agreements shall be required; provided that, upon the request of the Administrative Agent, a control agreement shall be required with respect to any Cash Collateral Account holding Cash Collateral, and # no action shall be required with respect to any intellectual property that is governed solely by the laws of one or more jurisdictions other than the United States (nor shall any Loan Party be required to reimburse the Administrative Agent, the Collateral Agent, any Lender or any Secured Party for any costs or expenses incurred in connection with any such action[[Borrower:Organization]].

In addition, the following shall not be included in Operating Costs: # taxes, # debt service on mortgages, # leasing commissions,(iv) the cost of electrical energy and other utilities furnished directly or indirectly to Tenant and other leasable areas of the Property, # the cost of tenant installations (and any redecorating or renovations) incurred in connection with preparing space for a new tenant or for a tenant renewing its lease and any other contribution by Landlord to the cost of tenant improvements, and costs for renovating or improving vacant or unleased rentable space in the Property, # salaries of personnel above the grade of Senior Vice President of Property Management, # rent paid under Superior Leases, # any expense for which Landlord is otherwise compensated through the proceeds of insurance or is otherwise compensated by any tenant (including Tenant) of the Property for services in excess of the services Landlord is obligated to furnish to Tenant hereunder, # legal fees and any other expenses incurred in connection with any negotiation of, or disputes arising out of, any space lease in the Property, sales, financings and refinances (including any mortgage), and accounting and appraisal fees in connection with leasing, sales, financings or refinancings, # Landlord's advertising and promotional costs for the Property, # intentionally omitted # management fees in an amount in excess of a commercially reasonable management fee for comparable services in the same geographic area for comparable space, # the cost of any work or service performed for any tenant of the Property (including Tenant), whether at the expense of Landlord or such tenant, to the extent that such work or service is in excess of the work or service that Landlord is required to furnish Tenant under this Lease at the expense of Landlord, # damages and attorneys’ fees and disbursements and any other costs in connection with any proceeding, judgment, settlement or arbitration award resulting from any liability of Landlord and fines or penalties due to Landlord’s negligence or wrongful acts, # any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord, # any expenses which are not paid or incurred in respect of the Property but rather in respect of other real property owned by Landlord or an affiliate of Landlord, provided that with respect to any expenses attributable in part to the Property and in part to other real property, Operating Expenses shall include only such portion thereof as are apportioned by Landlord to the project on a fair and equitable basis, # intentionally omitted, # expenses of treating, removing and disposing of any hazardous materials present in the Property and any expenses incurred in connection therewith (other than the costs of monitoring such hazardous materials, which shall be included in Operating Expenses), # costs incurred with respect to a sale or transfer of all or any portion of the Property or any interest therein, # lease takeover or take-back costs, # the cost of installing, operating and maintaining any specialty facility such as a luncheon club, recreational club, child care or similar facility, auditorium, cafeteria, dining facility, broadcasting facility or conference center, # costs incurred in connection with the acquisition or sale of air rights, transferable development rights, easements or other real property interests, # to the extent the same are separately metered, costs of electricity and overtime HVAC and condenser water or chilled water for supplemental systems furnished to the Premises or any other rentable space in the Building; costs of acquiring or replacing any separate electrical meters Landlord may provide to Building tenants,(xxii) the costs of acquiring, leasing, installing, maintaining, displaying, protecting, insuring, restoring or renewing works of art, # amounts otherwise includable in Operating Expenses but reimbursed to Landlord directly by Tenant or other tenants (other than through Operating Expense reimbursements), # the cost of any judgment, settlement or arbitration award resulting from any liability of Landlord (other than any liability for amounts otherwise includable in Operating Expenses) and expenses incurred in connection therewith, # any insurance costs in excess of those that are customary for first-class office buildings located in the same geographic area,

“Excluded Costs” shall be defined as # any fixed or percentage ground rent payable to any ground lessor, or any mortgage charges (including interest, principal, points and fees); # brokerage commissions; # salaries of executives and owners not directly employed in the management/operation of the Property; # the cost of work done by Landlord for a particular tenant; # the cost of items which, by generally accepted accounting principles, would be capitalized on the books of Landlord or are otherwise not properly chargeable against income, except to the extent such capital item is # required by any Legal Requirements, # reasonably projected to reduce Operating Costs (“Permitted Capital Expenditures”); # the costs of Landlord’s Work and any contributions made by Landlord to any tenant of the Property in connection with the build-out of its premises; # franchise or income taxes imposed on Landlord; # costs paid directly by individual tenants to suppliers, including tenant electricity, telephone and other utility costs; # increases in premiums for insurance when such increase is caused by the use of the Building by Landlord or any other tenant of the Building; # depreciation of the Building; # costs relating to maintaining Landlord’s existence as a corporation, partnership or other entity; # advertising and other fees and costs incurred in procuring tenants; # the cost of any items for which Landlord is reimbursed by insurance, condemnation awards, refund, rebate or otherwise, and any expenses for repairs or maintenance to the extent covered by warranties, guaranties and service contracts; and # costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, # Taxes, # any liabilities, costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulation or other handling of Hazardous Materials and the cost of defending against claims in regard to the existence or release of Hazardous Materials at the Property; provided however, that with respect to the costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulation or other handling of # any material or substance located in the Building on the date of this Lease and which, as of the date of this Lease, is not considered, as a matter of law, to be a Hazardous Substance, but which is subsequently determined to be a Hazardous Substance as a matter of law, and # any material or substance located in the Building after the date of this Lease and which, when placed in the Building, was not considered, as a matter of law, to be a Hazardous Substance, but which is subsequently determined to be a Hazardous Substance as a matter of law, the costs thereof may be included in Operating Costs, except to the extent that such cost is treated as a capital expenditure; # the cost of installing any specialty service, such as a cafeteria, conference center, child or daycare; # cost of any work or service performed on an extra cost basis for any tenant in the Building or the Land to a materially greater extent or in a materially more favorable manner than furnished generally to the tenants and other occupants; # any cost representing an amount paid to a person, firm, corporation or other entity related to Landlord that is in excess of the amount which would have been paid in the absence of such relationship (provided however, that this clause shall not apply to the management fee); # lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense) that would constitute a capital expenditure if the equipment were purchased; # late fees or charges incurred by Landlord due to late payment of expenses, except to the extent attributable to Tenant’s actions or inactions; # charitable or political contributions; # reserve funds; # all other items for which another party compensates or pays so that Landlord shall not recover any item of cost more than once; # Landlord’s general overhead and any other expenses not directly attributable to the operation and management of the Building and the Land (e.g. the activities of Landlord’s officers and executives or professional development expenditures), except to the extent included in the management fee permitted hereby; # costs and expenses incurred in connection with compliance with or contesting or settlement of any claimed violation of law or requirements of law which are in existence as of the Term Commencement Date, except to the extent attributable to Tenant’s actions or inactions; and # costs of mitigation or impact fees or subsidies (however characterized), imposed or incurred prior to the date of the Lease or imposed or incurred solely as a result of another tenant’s or tenants’ use of the Land or their respective premises.