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-3- <br /> <br /> (c) The Company will defend, indemnify and hold <br />the Issuer and any and all officials thereof harmless <br />against any and all loss, cost, expense, claims or ac- <br />tions arising out of or connected with the execution <br />of this A~reement and the consummation of the trans- <br />actions provided for herein and contemplated here- <br />under, including the preparation of proceedings for, <br />and the issuance, sale or delivery of, the Bonds. <br /> <br /> (d) The Company w~ll promptly advise the Issuer <br />in writing, with a copy to Bond Counsel, if either the <br />scope or nature of the Project as described in Exhibit <br />A hereto changes in any respect or the maxi~umaggre- <br />gate face amount of the Bonds to be issued will exceed <br />that stated herein. <br /> <br /> 5. If a first series of the Bonds shall not have been issued within <br />120 days from the date hereof, this A~reement shall expire, unless extended <br />pursuant to an o~dinance passed by the Council of the Issuer. <br /> <br /> IN W~TNES~ WHEREOF, the Issuer, pursuant to an ordinance duly passed <br />by its Council o~~ ~ 1984 has caused this A~reement to be exe- <br />cuted by its Mayor[ and the Company has caused it to be executed, all as of <br />the day and year first above written. <br /> <br />LAKEWOOD-WARREN-DETI~OIT PAI~TNERSHIP, <br /> LTD. <br /> <br />By <br /> <br />CITYOF LAKEWOOD, OHIO <br /> <br />(Title) <br /> <br /> <br />