83-78 RATIFYING AND APPROVING THE EXECUTION OF A PURCHASE CONTRACT AMONG THE CITY OF DECATUR, MACON COUNTY, ILLINOIS, DECATUR MEMORIAL HOSPITAL AND SMITH BARNEY, HARRIS UPHAM & CO. INC. AND OTHER UNDERWRITERS

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f (k) The Corporation hereby authorizes the use of the O�cial Statement,including all amend- ments and supplements thereto, by the Underwriters in connection with the public offering and � sale of the Bonds and consents to the use by the Underwriters prior to the date hereof of the Pre- liminary O�cial Statement in connection with the public offering and sale of the Bonds. (1) Between the date of the Purchase Contract and the delivery of the Bonds and after the date of delivery of the Bonds, the Corporation will (i) not participate in the issuance of any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, you shall object in writing or which shall be disapproved by your counsel and (u) if any event relating to or affecting the City or the Corporation or its present or proposed facilities shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the O�cial Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, forthwith prepaze and furnish to the Underwriters (at the expense of the Corporarion for 90 days from the date of Closing, and thereafter at the expense of the Undervvriters) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriters) that will amend or supplement the Off cial Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact that should be stated therein or is necessary to make the statements therein, in the light of the circumstances existing at the time the O�cial Statement is delivered to a purchaser, not misleading. For the pur- poses of this secrion the Corporation will furnish such information with respect to itself and its present and proposed facilities upon the occurrence of any material event that should be disclosed in the O�cial Statement or is necessary to make the statements therein not misleading. ' (m) The Corporation hereby agrees to pay the expenses described in Paragraph 9 of the Purchase Contract to the extent that the proceeds of the Bonds or the amount of the good faith deposit referred to in Section 3 of said Purchase Contract is insu�cient or unavailable - � to pay the same, and, for the period of time set forth herein and in the Purchase Contract, to pay any expenses incurred in amending or supplementing the O$cial Statement. (n) The Corporation agrees that in the event the Underwriters fail (other than for a reason permitted by the Purchase Contract) to accept and pay for the Bonds at Closing, its recourse against said Underwriters shall be limited to that set forth in Section 3 of the Purchase Contract. (o) The Corporation agrees to indemnify and hold harmless each of you and each person, if any, who controls (as such term is defined in Section 15 of the Securities Act of 1933, as amended) any of you against any and all losses, claims, damages and liabilities (i) arising out of any statement or information in the Official Statement relating to the Corporation,the 1981 Project or the Corporation's Facilities that is untrue or incorrect in any material respect or the omission therefrom of any statement or information that should be stated therein or that is necessary to make the statements therein relating to the Corporation, the 1981 Project or the Corporation's Facilities not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settleinent is effected with the written consent of the Cor- poration. In case any claim shall be made or action brought against any of you or any controlling person based upon the Official Statement for which indemnity may be sought against the Corpo- ration, as provided above, you shall promptly notify the Corporation in writing setting forth the particulars of such claim or action. Failure to so notify the Corporation shall not relieve it from � any liability that it may have otherwise than on account of this indemnity agreement. The Cor- poration may participate at its own expense in defense of such action. If it so elects within a reasonable time after receipt of such notice, the Corporation may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defended in such action, ` unless such indemnified parties reasonably object on the ground that there may be legal de- fenses available to them that are different from or in addition to those available to the Corpora- tion, in which case the indemnified pazties shall have the right to designate and retain sepazate III-3