Trustee Indemnification by the District. The District shall indemnify and hold harmless the Trustee 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) any action or omission of the Trustee taken pursuant to the authorized direction or instruction of the District, any Investment Manager appointed by the District or any designated and authorized signatory agent of the District or Investment Manager as identified by the District or the Investment Manager on an Authorized Signers Form (attached hereto as Exhibit A) and (ii) any disbursement made at the District’s authorized direction. The District shall have no obligation to indemnify the Trustee to the extent the liability, claims, losses, damages or expenses are determined to be due to the Trustee’s breach of one or more of its obligations as a directed trustee under state or federal law, breach of this Agreement or due to the Trustee’s negligence, gross negligence, reckless conduct, or willful misconduct.
