Common use of Disclosures to Governmental Authorities Clause in Contracts

Disclosures to Governmental Authorities. (1) In the event that BNY Mellon is subject to an information request in connection with a routine examination by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction over BNY Mellon that is not specifically targeted at Voya, BNY Mellon may comply with such request without providing notice provided that BNY Mellon requests that confidential treatment be accorded to any Confidential Information so disclosed. (2) If BNY Mellon receives any order, demand, warrant, or any other document requesting or purporting to compel the production of Voya’s Confidential Information under applicable Law, BNY Mellon shall (except to the extent (a) Section 12.04(1) applies, or (b) otherwise prohibited by applicable Law) promptly notify Voya in writing and shall not disclose such Confidential Information to the third party without providing Voya a reasonable amount of time (but not less than five Business Days) following such notice, so that Voya may, at its own expense, exercise such rights as it may have under Law to prevent or limit such disclosure. BNY Mellon shall provide Voya with copies of any related information so that Voya may take appropriate action to protect Voya’s Confidential Information and shall cooperate with Voya with respect to any action taken with respect to such request, complaint, order or other document, including to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Confidential Information. Unless compelled by Law, pending resolution of Voya’s efforts to prevent such disclosure, BNY Mellon shall not disclose the applicable Confidential Information.