Common use of Relief Event Clause in Contracts

Relief Event. If, and to the extent, BNY Mellon’s performance of an obligation pursuant to the Agreement is (1) prevented or delayed by the failure of Voya or any Voya Agent(s) to timely perform any of their obligations pursuant to the Agreement, (2) inaccurate due to the inaccuracy or incompleteness of Voya Data or Third Party Data (except to the extent such inaccurate or incomplete Third Party Data originates with a BNY Mellon Agent), then BNY Mellon shall be excused for such non-performance (or inaccurate performance) of its obligation and shall not be in breach of the Agreement or subject to liability under the Agreement for as long as such non-performance by Voya or such Voya Agent(s) continues or to the extent BNY Mellon’s inaccurate performance is the result of such inaccurate or incomplete Voya Data or Third Party Data (a “Relief Event”); provided that BNY Mellon (a) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (b) continues to use commercially reasonable efforts (including emergency fixes and work-arounds) to perform such obligation, and (c) provides Voya notice of such non-performance by Voya as soon as is reasonably practicable after BNY Mellon knows of such non-performance or knows of such inaccurate or incomplete Voya Data or Third Party Data, but in no event later than 72 hours after actual discovery of such non-performance or inaccurate or incomplete Voya Data or Third Party Data, describing in reasonable detail the nature of such non-performance.