The Customer undertakes to keep the Bank and its officers, Employees and agents at all times fully and effectively indemnified from and against all actions, proceeding, claims, demands, costs, charges, expenses and taxes which may be brought or preferred against the Bank or which it may incur or sustain or for which the Bank may become liable by reason either directly or indirectly of the Bank having acted and agreed to act upon the instructions of less than all of the trustees of the Trust from time to time, except where and to the extent such loss is caused directly by the Bank's gross negligence or willful misconduct..