District Indemnification by the Trustee. The Trustee shall indemnify and hold harmless the District from any and all actions, claims, demands, liabilities, losses, damages and reasonable expenses of whatsoever kind and nature in connection with or arising out of (i) the Trustee’s failure to follow the directions of the District, the Investment Manager or their agents or the Trustee’s failure to provide reasonable notice to the District of the Trustee’s decision not to follow the directions of the District; (ii) any disbursements made without the direction of the District (unless otherwise permitted under this Agreement); and (iii) the Trustee’s breach of one or more of its obligations under state or federal law or as a directed trustee under this Agreement or (iv) the Trustee’s negligence, gross negligence, reckless conduct, or willful misconduct.
