Common use of Right to Receive Instructions and Advice Clause in Contracts

Right to Receive Instructions and Advice. (1) If BNY Mellon obtains a formal legal written opinion from a nationally recognized law firm with respect to its compliance with a Law or the Voya Documents, BNY Mellon shall provide Voya notice (including a copy) of such opinion. Provided that Voya has not provided a conflicting Compliance Directive with respect to such Law, BNY Mellon may rely on such opinion with respect to its performance of the Designated Services and, provided it has complied with such opinion, BNY Mellon shall be excused from any liability to the extent based on such reliance and compliance. (2) In the event of a conflict between a Compliance Directive and a formal written legal opinion received by BNY Mellon in accordance with Section 13.05(1), BNY Mellon shall notify Voya of such conflict, which notice will include a copy of such written legal opinion, an explanation of how such written legal opinion conflicts with the applicable Compliance Directive and a description of how BNY Mellon will perform the Designated Services in light of such written legal opinion. Following receipt of such notice, Voya will notify BNY Mellon in writing of whether it (a) objects to such written legal opinion or BNY Mellon’s proposed course of action with respect to the Designated Services, or (b) has no objection to such legal opinion and BNY Mellon’s proposed course of action with respect to the Designated Services. If Voya notifies BNY Mellon in writing that it does not object or does not respond within 15 days, BNY Mellon may follow and rely upon such written legal opinion when performing the Designated Services. In the event Voya does object, the Parties shall promptly consult in good faith to reach agreement regarding such objection. In the event, after such consultations, the Parties are unable to agree on the required course of action, the Parties shall consult mutually acceptable, reputable independent counsel and BNY Mellon shall follow and rely upon the opinion of such independent counsel.