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b. Limitation of Liability. The Issuer is not subject to any liability on the Obligations. No agreement, covenant or obligation contained in this Resolution or in the Documents is an agreement, covenant or obligation of any member of the Governing Body, or of any officer, employee or agent of the Issuer in that person's individual capacity. Neither the members of the Governing Body, nor any officer executing the Obligations or the Documents, is liable personally on the Obligations or subject to any personal liability or accountability by reason of the issuance of the Obligations or execution of the Documents. C. Limitation on Rights Conferred. Nothing in this Resolution or in the Documents will or is intended to be construed to confer upon any person (other than as provided in the Obligations, the Issuer Documents, and the other agreements, instruments and documents by approved in this Resolution) any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision of this Resolution. Section 12. Offering and Disclosure Materials. The Issuer has not participated in the preparation of or reviewed any offering or disclosure materials with respect to the offer and sale of the Obligations and the Issuer makes no representations or warranties whatsoever regarding the necessity, sufficiency, accuracy, fairness, completeness or adequacy of any disclosure with respect to the offer and sale of the Obligations. Section 13. Conditions Precedent. a. Notwithstanding anything in this Resolution to the contrary, the issuance and delivery of the Obligations is subject to and contingent upon the following: i. the Host City has consented to the issuance by the Issuer of the Obligations refinancing the Project; ii. the receipt of approval of the Project by DEED; and iii. the Issuer Documents, Documents, and all other documents required for the issuance of the Obligations have been executed and delivered to the Issuer, Issuer's Counsel, Lender, Borrower, and Bond Counsel, as applicable. Section 14. Refundinq. a. It is found and determined that based on representations of the Borrower, the proceeds of the Obligations along with other moneys available to the Borrower are sufficient to prepay the entire amount of the outstanding principal of, accrued interest on and redemption premium (if any) on, the 2017 Note on the Redemption Date. b. The Issuer authorizes the refunding and redemption of the 2017 Note on the Redemption Date and authorizes the Borrower and its officers and agents to take all actions required to provide for the refunding and redemption of the 2017 Note in accordance with its terms, including mailing or publishing or both, any required notice of call for redemption. Page 9