Common use of BNY Mellon Clause in Contracts

BNY Mellon. (1) BNY Mellon shall comply with all Laws applicable to BNY Mellon (a) generally in connection with its delivery of the Services and (b) applicable to it in its capacity as a service provider delivering the Services. (2) Voya may direct BNY Mellon by written instructions on the method of compliance with Laws applicable to Voya (each, a “Compliance Directive”). To the extent reasonably acceptable to BNY Mellon, BNY Mellon shall comply with all such Compliance Directives. For the avoidance of doubt and subject to Section 13.02(1), BNY Mellon, itself, shall assume no obligation to comply with Laws applicable to Voya. (3) If BNY Mellon reasonably determines that performance of the Services requires an interpretation of a Law, BNY Mellon shall present to Voya the issue for interpretation and Voya shall provide such interpretation to BNY Mellon by a Compliance Directive. BNY Mellon shall be authorized to act and rely on, and shall promptly implement, such Compliance Directive in the performance and delivery of the Services. The Parties shall resolve questions of interpretation and shall implement the resulting Voya interpretation on an expedited basis. (4) BNY Mellon shall not be responsible for a failure to comply with a Law to the extent that BNY Mellon relies on, and complies with, a Compliance Directive. If a Compliance Directive is inconsistent with BNY Mellon’s standard approach to compliance with an applicable Law, then any incremental cost incurred by BNY Mellon to comply with the Compliance Directive shall be determined in accordance with the Change Procedures and will be borne by Voya.