2026-35 An Ordinance Authorizing the Issuance and Sale of Revenue Bonds (Millikin University), Series 2026A of the City of Decatur, Macon County, Illinois, in an Aggregate Principal Amount not to Exceed $18,000,000; Authorizing the Execution

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(v) To the actual knowledge of the City, there is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental agency pending, or to the knowledge of the City, threatened, (1) seeking to restrain or enjoin the issuance, sale or delivery of the Series 2026A Bonds, or (2) in any way questioning or affecting the validity of the Series 2026A Bond, or the provisions of the Loan Agreement, the Ordinance, the Indenture, the Tax Agreement or any proceeding taken by the City with respect to the foregoing. (b) Borrower Representations and Warranties. The Borrower represents and warrants as follows: (i) The Borrower is a not for profit corporation duly incorporated under the laws of Illinois,is in good standing and duly authorized to conduct its business in this State, is duly authorized and has full power under all applicable law and its Articles of Incorporation and By-laws to create and issue the Series 2026A Note and to execute and deliver this Loan Agreement, the Placement Agreement, the Continuing Disclosure Agreement, the Series 2026A Note, the Account Control Agreement and the Intercreditor Agreement and the Tax Agreement (collectively, the "Borrower Agreements"), and that all action on its part necessary for the valid creation and issuance of the Series 2026A Note and the valid execution and delivery of the Borrower Agreements has been duly and effectively taken; and that the Series 2026A Note in the hands of the holder thereof will be the legal, enforceable and valid general obligations of the Borrower. (ii) No portion of the Financed Property includes any property used or to be used for sectarian instruction or study or as a place for devotional activities or religious worship or any property which is used or to be used primarily in connection with any part of the program of a school or department of divinity for any religious denomination. (iii) The recitals of fact and statements contained in this Loan Agreement with respect to the Borrower are true. (iv) The Borrower is a Tax-Exempt Organization; the Borrower has received a determination letter from the Internal Revenue Service to the foregoing effect,which letters is still in full force and effect; and the Borrower has not declared and has not been determined to have any "unrelated business taxable income," as defined in Section 512 of the Code, in an amount that could have a material adverse effect on the Borrower's status as a Tax-Exempt Organization or which, if such income were subject to federal income taxation, would have an adverse effect on the condition, financial or otherwise, of the Borrower. The Borrower has no such "unrelated business taxable income" in an amount that would have an adverse effect on the Borrower s status as a Tax-Exempt Organization or on the condition, financial or otherwise, of the Borrower. (v) The Borrower has continuously owned the Financed Property since its acquisition thereof. -4-