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e . thereon shall be paid or credited to the City, unless otherwise agreed with the City. Section 5.06. Indemnification. The City agrees to indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, aris- ing out of or in connection with the performance of its duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any such claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Resignation and Removal. The Bank may resign from its duties hereunder at any time by giving not less than thirty (30) days' written notice thereof to the City. The Bank may be removed from its duties hereunder at any time, with or without cause, by an ordinance or resolution adopted by the City Council of the City designating a successor upon not less than thirty (30) days' notice; provided, however, no such removal shall become effective until such successor shall have accepted the duties of the Bank hereunder by written instrument. Upon the effective date of such resignation or removal (or any earlier date designated by the City in case of resignation) the Bank shall, upon payment of all its fees, charges and expenses then due, transfer and deliver to or upon the order of the City the Bond Register and all other funds, records, Bonds and Bond certificates held by it under this Agreement. If the Bank shall resign or be removed, the City shall by ordinance or resolution of its City Council promptly appoint and engage a successor to fulfill the obligations of the Bank hereunder, which appointment shall be effective as of the effective date of the acceptance of such duties by such successor. The City (or such successor on behalf of the City) shall immediately give notice of such substitution hereunder to the registered owners of all Bonds then outstand- ing, including the name of such successor and the address of its principal office. Section 5.08. Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consoli- dation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Bond(s) shall have been authenticated, but not delivered, by the Bank then acting hereunder, any such successor by merger, conversion or consolidation to such authenticating Bank may adopt such authentication and deliver the Bond(s) so authenticated with the same effect as if such successor Bank had authenticated such Bond(s). 008RGDAI'180BOl -7-