Common use of Responsibility of PFPC Clause in Contracts

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify and hold harmless Highland from Losses arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages 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 to take any action hereunder on behalf of Highland or the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein (which exception includes the obligation to follow Oral or Written Instructions provided by the Fund) or as may be specifically agreed to by PFPC and the Fund in writinga 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 and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC agrees to indemnify and hold harmless Highland from Losses shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify and hold harmless Highland from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Highland or the Fund Trust except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify and hold harmless Highland from Losses shall be liable only for any damages arising out of PFPC's ’s failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such dutiesits duties under this Agreement (“Standard of Care”).

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Highland or the Fund Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify indemnify, defend and hold harmless Highland from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify indemnify, defend and hold harmless Highland the Fund from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland PLAC, any Account or the Fund any Subaccount except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to shall be liable for and indemnify and hold harmless Highland PLAC and its affiliates from Losses any Damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund Company except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify indemnify, defend and hold harmless Highland the Company from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise reasonable 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 agrees to indemnify shall be liable for any taxes, charges, expenses, assessments, claims and hold harmless Highland from Losses liabilities of the Fund arising out of PFPC's failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify indemnify, defend and hold harmless Highland the Fund from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

Responsibility of PFPC. (a) PFPC shall be under no duty to take any action on behalf of Highland or the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify and hold harmless Highland the Fund from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland PLIC, any Account or the Fund any Subaccount except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to shall be liable for and indemnify and hold harmless Highland PLIC and its affiliates from Losses any Damages arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund or any Portfolio except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise reasonable 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 agrees to indemnify shall be liable for any taxes, charges, expenses, assessments, claims and hold harmless Highland from Losses liabilities of the Fund arising out of PFPC's failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify indemnify, defend and hold harmless Highland the Fund from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such 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 to take any action on behalf of Highland or the Fund except as necessary to fulfill its duties and obligations as specifically set forth herein or as may be specifically agreed to by PFPC in writing. 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 agrees to indemnify and hold harmless Highland from Losses arising out of PFPC's ’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's ’s willful misfeasance, bad faith, negligence or reckless disregard of such duties.