Common use of Service Level Agreements Clause in Contracts

Service Level Agreements. 7.2.1 The Facility Manager agrees and acknowledges that the works and services in relation to the SFM Project are to be performed in strict compliance with the requirements of the SFM Agreement, including specifically the requirements of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards). In the event of the failure of the Facility Manager to duly perform the said works and services in accordance with the aforesaid requirements, the Facility Manager agrees and acknowledges that it shall be required to pay the corresponding extent of liquidated damages as specified in respect thereto in terms of the Schedules, which amounts, shall be deemed to not be by way of penalty, and shall represent a genuine pre- estimate of the loss and damage occurring to Authority, on account of the relevant non-compliance and/ or failure of the Facility Manager. Provided however that, on or prior to the SFMA Appointed Date, the Facility Manager shall provide a report to Authority setting out the specific provisions of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards) that it would not be able to comply with, and request for a waiver or relaxation thereto. Authority may, but shall not be obliged to, grant such a waiver or relaxation to the Facility Manager. It is clarified that: (i) Such waiver or relaxation granted by Authority shall only apply for such time period as may be prescribed by Authority, and upon the expiry of such time period, the obligation of the Facility Manager to comply with the requirements of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards) shall stand reinstated in its entirety; (ii) Any such waiver or relaxation shall not extend to any period beyond the Completion Date; and (iii) Any such waiver or relaxation, may not be permissible where the same results in the overall service level standards and performance levels at the Station Area, falling below standards and performance levels ordinarily available at similarly sized stations of the Indian Railways/ any railway administration thereof. 7.2.2 The Facility Manager shall, provide to Authority, a monthly report, within 5 days of the expiry of each month, or at such intervals as specified in the SCSFMA, setting out the extent of its compliance with the aforesaid service level standards, and the rectificatory action undertaken by the Facility Manager in this regard. Such monthly report shall be generated through the means of the SFMIS as set forth in Article 7.6.1.

Service Level Agreements. 7.2.1 (a) The Facility Manager agrees and acknowledges Seller shall comply with the Service Level Agreements (“SLAs”) as set forth from time to time on Exhibit F, or as modified pursuant to this Section 2.7; provided, however, that the works and services in relation to the SFM Project are to Seller will not be performed in strict compliance with the requirements responsible for delays, errors or omissions caused by Holdings or any NRZ O/S Entity or any verifiable factors outside of the SFM AgreementSeller’s control. (b) No later than the applicable reporting schedule or deadline as set forth in any SLA, including specifically the requirements of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards)Seller shall provide to Holdings a report that sets forth the Seller’s actual results with respect to such SLA for the applicable prior reporting period. In the event the Seller fails to comply with any SLA for a particular reporting period, the Seller shall provide to Holdings in either the same reporting period or the immediately subsequent reporting period an explanation in writing of the failure of reasons for failing to comply with each SLA and the Facility Manager proposed actions that the Seller shall undertake to duly perform address such failure. To the said works and services in accordance with the aforesaid requirementsextent that Seller provides such reports and/or explanations to an NRZ O/S Entity pursuant to an NRZ Subservicing Agreement, the Facility Manager agrees and acknowledges that it shall be required to pay the corresponding extent of liquidated damages as specified in respect thereto in terms of the Schedules, which amounts, such reports and/or explanations shall be deemed to not have been provided hereunder. Holdings and the Seller shall cooperate in good faith to resolve any questions or issues regarding the SLAs and the Seller’s performance with respect to such SLAs and Holdings shall coordinate with each NRZ O/S Entity regarding any such issues to the extent applicable under the related NRZ Subservicing Agreement. (c) At either party’s request, Holdings and the Seller shall review the SLAs and any proposed modifications to the SLAs (including the related tools and methodologies for measuring or calculating compliance with such SLAs). Such modifications shall be by way of penalty, implemented and shall represent a genuine pre- estimate of the loss become effective when such modification is acknowledged in writing and damage occurring to Authority, on account of the relevant non-compliance and/ or failure of the Facility Managersigned by both parties. Provided however The parties agree that, on or prior to the SFMA Appointed Dateextent applicable, the Facility Manager Seller, the Purchasers and each NRZ O/S Entity shall provide a report coordinate with respect to Authority setting out the specific provisions of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards) that it would not be able to comply with, and request for a waiver or relaxation thereto. Authority may, but shall not be obliged to, grant such a waiver or relaxation any modifications to the Facility Manager. It is clarified that:SLAs under and as defined in the applicable NRZ Subservicing Agreement and any modifications to the SLAs hereunder . (id) Such waiver The financial penalties or relaxation granted by Authority shall only apply for such time period as may be prescribed by Authority, and upon bonuses relating to the expiry of such time period, the obligation of the Facility Manager to comply with the requirements of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards) shall stand reinstated in its entirety; (ii) Any such waiver or relaxation shall not extend to any period beyond the Completion Date; and (iii) Any such waiver or relaxation, may not be permissible where the same results in the overall service level standards and performance levels at the Station Area, falling below standards and performance levels ordinarily available at similarly sized stations of the Indian Railways/ any railway administration thereof. 7.2.2 The Facility Manager shall, provide to Authority, a monthly report, within 5 days of the expiry of each month, or at such intervals as specified in the SCSFMA, setting out the extent of its compliance with the aforesaid service level standards, and the rectificatory action undertaken by the Facility Manager in this regard. Such monthly report shall be generated through the means of the SFMIS as SLAs set forth in Article 7.6.1Exhibit F shall be included in the calculation of Holdings Economics or Seller Economics, as applicable, in such other manner as agreed by the parties.

Service Level Agreements. 7.2.1 The Facility Manager agrees and acknowledges that the works and services in relation to the SFM Project are to be performed in strict compliance with the requirements of the SFM this Agreement, including specifically the requirements of Schedule 2 (Scope of SFM Project) and Schedule 3 (Station Service Level Standards). In the event of the failure of the Facility Manager to duly perform the said works and services in accordance with the aforesaid requirements, the Facility Manager agrees and acknowledges that it shall be required to pay the corresponding extent of liquidated damages as specified in respect thereto in terms of the Schedules, which amounts, shall be deemed to not be by way of penalty, and shall represent a genuine pre- pre-estimate of the loss and damage occurring to AuthorityIRSDC, on account of the relevant non-non- compliance and/ or failure of the Facility Manager. Provided however that, on or prior to the SFMA Appointed Date, the Facility Manager shall may provide a report to Authority IRSDC setting out the specific provisions of Schedule 2 (Scope of SFM Facility Management Project) and Schedule 3 (Station Service Level Standards) that it would not be able to comply with, and request for a waiver or relaxation thereto. Authority IRSDC may, but shall not be obliged to, grant such a waiver or relaxation to the Facility Manager. It is clarified that: (i) Such waiver or relaxation granted by Authority IRSDC shall only apply for such time period as may be prescribed by AuthorityIRSDC, and upon the expiry of such time period, the obligation of the Facility Manager to comply with the requirements of Schedule 2 (Scope of SFM Facility Management Project) and Schedule S chedule 3 (Station Service Level Standards) shall stand reinstated in its entirety; (ii) Any such waiver or relaxation relaxation, shall not extend to any period beyond the Completion Date; and (iii) Any such waiver or relaxation, may not be permissible permitted where the same results in the overall service level standards and performance levels at the Station Area, falling below standards and performance levels ordinarily available at similarly sized stations of the Indian Railways/ any railway administration thereof. 7.2.2 The Facility Manager shall, provide to AuthorityIRSDC, a monthly report, within 5 days of the expiry of each month, or at such intervals as specified in the SCSFMA, setting out the extent of its compliance with the aforesaid service level standards, and the rectificatory action undertaken by the Facility Manager in this regard. Such monthly report shall be generated through the means of the SFMIS Station Facility Management Information System (SFMIS) as set forth in Article 7.6.1.