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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(iv) a violation of any law, ordinance, rule, regulation or court order affecting the Financed Property or the ownership, occupancy or use thereof or the Bonds or use of the proceeds thereof, (v) a violation of any law, ordinance, rule, regulation or court order relating to the sale of the Bonds or the use of any disclosure document related thereto; (vi) any representation, warranty, statement or information concerning the Borrower, any of its officers and members, its operations or financial condition generally or the Financed Property, contained in any disclosure document or other information furnished to the purchaser of the Series 2026A Bonds, that is untrue or incorrect in any material respect,and any omission from any such disclosure document or any statement or information which should be contained therein for the purpose for which the same is to be used or which is necessary to make the statements therein concerning the Borrower,any of its officers and members and the Financed Property not misleading in any material respect; and (vii) the acceptance or administration of the Indenture or the Loan Agreement, including without limitation the enforcement of any remedies under the Indenture or the Loan Agreement and related documents, provided that the Trustee shall not be entitled to any indemnity related to liabilities described in this clause (vii) caused solely by the negligence or bad faith of the Trustee. (b) In case any claim shall be made or any action shall be brought against one or more of the Indemnified Persons in respect of which indemnity can be sought against the Borrower pursuant to the preceding Section 2.35(a), the Indemnified Person seeking indemnity shall promptly notify the Borrower, in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel chosen by the Borrower and approved by the City or Trustee, or both (provided, that such approval by the City or Trustee shall not be unreasonably withheld),the payment of all expenses and the right to negotiate and consent to settlement. If any Indemnified Person is advised in a written opinion of counsel that there may be legal defenses available to such Indemnified Person which are adverse to or in conflict with those available to the Borrower, or that the defense of such Indemnified Person should be handled by separate counsel, the Borrower shall not have the right to assume the defense of such Indemnified Person, but the Borrower shall be responsible for the reasonable fees and expenses of counsel retained by such Indemnified Person in assuming its own defense,and provided also that,if the Borrower shall have failed to assume the defense of such action or to retain counsel reasonably satisfactory to the City or Trustee within a reasonable time after notice of the commencement of such action, the reasonable fees and expenses of counsel retained by the Indemnified Person shall be paid by the Borrower. Notwithstanding the foregoing, any one or more of the Indemnified Persons shall have the right to employ separate counsel with respect to any such claim or in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Person unless the employment of such counsel has been specifically authorized by the Borrower or unless the provisions of the immediately preceding sentence are applicable. The Borrower shall not be liable for any settlement of any such action affected without the consent of the Borrower,but if settled with the consent of the Borrower or if there be a final judgment for the -19-