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Approved as to form and CITY OF LAKEWOOD, OHIO <br />substance: <br />By: <br />Law Director <br />City of Lakewood,. Ohio <br />In order to induce Bratenahl and Lakewood to execute this <br />Cooperative Agreement and Bratenahl ultimately to issue the Notes, <br />Parents' Volunteer Association hereby agrees to defend, indemnify <br />and hold each of Bratenahl and Lakewood and any and all officials <br />thereof harmless. against any and all loss, cost, expense, claims or <br />actions arising out of or connected with the execution of this <br />Cooperative Agreement and the preparation of proceedings for, and <br />the issuance, sale or delivery of the Notes. This provision shall <br />be in addition to, and not in lieu of, any other provision in the <br />Notes, the authorizing ordinances of Bratenahl and Lakewood and all <br />documents collateral to the financing transactions being undertaken <br />by issuance of the Notes. <br />IN WITNESS WHEREOF, Parents' Volunteer Association has <br />executed this indemnity as of the effective date of the Cooperative <br />Agreement. <br />Parents' Volunteer Association <br />for Retarded Children and <br />Adults, Inc. <br />By: <br />Title: <br />-3- <br />