Common use of Responsibility of PFPC Clause in Contracts

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator except as specifically set forth herein or as may be specifically agreed to by PFPC, the Fund and the Administrator in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such Losses arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator Partnership except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC, the Fund and the Administrator PFPC in a written amendment heretowriting. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable only for any agrees to indemnify and hold harmless the Partnership, the General Partners and the Limited Partners from Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such Losses damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator except as specifically set forth herein or as may be specifically agreed to by PFPC, PFPC and the Fund and the Administrator in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such Losses arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund PHLVIC, any Account or the Administrator any Subaccount except as specifically set forth herein or as may be specifically agreed to by PFPC, the Fund and the Administrator PFPC in a written amendment heretowriting. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable only for and indemnify and hold harmless PHLVIC and its affiliates from any Losses suffered by the Fund Damages arising out of PFPC's performance of or ’s failure to perform its duties under this Agreement and only to the extent such Losses damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator Partnership except as specifically set forth herein or as may be specifically agreed to by PFPC, the Fund and the Administrator PFPC in a written amendment heretowriting. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable only for any agrees to indemnify and hold harmless the Partnership from Losses suffered by the Fund arising out of PFPC's performance of or failure to perform its duties under this Agreement and only to the extent such Losses damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Fund or the Administrator Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC, the Fund and the Administrator PFPC in a written amendment heretowriting. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable only for any agrees to indemnify and hold harmless the Company from Losses suffered by the Fund arising out of PFPC's performance of or ’s failure to perform its duties under this Agreement and only to the extent such Losses damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties.