Instructions and Authorized Persons Sample Clauses

Instructions and Authorized Persons. (1) To the extent reasonably requested by BNY Mellon, Voya shall cooperate with BNY Mellon and furnish (or, as applicable, procure the furnishing of) BNY Mellon with any and all instructions, explanations, information, specifications and documentation as reasonably necessary for BNY Mellon’s performance of its duties under this Agreement. Subject to BNY Mellon’s express obligations set forth in Exhibit 2 (as applicable), BNY Mellon, in performing the Services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications, and documentation furnished to it by or on behalf of Voya or a Voya Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications, or documentation (2) BNY Mellon shall provide those Designated Services that require instruction from Voya in accordance with this Section and, as applicable, Exhibit 2. Prior to the Transition Date, the Parties will identify, as applicable, the authentication procedures that will apply to the instructions (or categories of instructions, as applicable), which shall be provided in the English language unless otherwise agreed in writing by BNY Mellon. (3) For purposes of the Agreement, an “Instruction” means an instruction (which may be a standing instruction) provided by an Authorized Person and received by BNY Mellon in any of the following forms: (a) Oral Instructions; (b) in writing signed by the persons authorized to perform specific transactions by S.W.I.F.T., tested telex, letter, facsimile transmission or other method or system specified by BNY Mellon as available for use in connection with the Services; or (c) by such other means as may be agreed upon in writing from time to time by BNY Mellon and the Voya Executive (or his or her designee) for giving the applicable instruction. (4) BNY Mellon shall, subject to the Standard of Care, comply only with an Instruction that has been verified in accordance with the procedures described in Exhibit 2, if any (the “Authentication Procedures”). (5) Provided that BNY Mellon has complied with applicable Authentication Procedures, BNY Mellon, acting in accordance with the Standard of Care, shall: (a) have no independent duty to ensure or verify that any purported Instructions received by BNY Mellon are duly authorized by an Authorized Person; and (b) have no ob...