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• ss resign from its duties hereunder by giving 60 days written notice to the County and the Proprietor either personally or by registered mail, and by giving notice by registered or certified mail to the Bondholder or any other holder of the Bond then outstanding. Such resignation shall take effect at the end of such 60 days or upon the earlier appointment of a successor Depository mutually agreeable to the parties hereto. On the effective date of such resignation, the Depository agrees to transfer all funds and assets, together with all records relating thereto, to the successor Depository. In the event of any conflict between the Escrow Agreement and this Section 11, the provisions of the Escrow Agreement shall be given precedence ,nd shall control. Section 12. Completion of the Project. The completion of the Project and payment of all Costs of the Project shall be evidenced by the filing with the Depository and the Bondholder of the certificates of the Authorized Representative and the Consulting Architect and the other documents and instruments required by the Loan Agreement. As soon as practicable and in any event after 60 days from the date of the certificate referred to in the preceding sentence, any balance remaining in the Project Fund shall, without further authorization but with advice to the County and to the Proprietor of such action, be applied by the Depository to the prepayment of the principal of the Bond in accordance with its terms. Upon the payment by the Depository to the Bondholder of the balance remaining in the Project Fund for application to the prepayment of the Bond in accordance with the provisions of Section 7 hereof, the account designated as the Project Fund shall be closed by the Depository without any further action by the parties hereto and the duties and obligations of the Depository hereunder shall terminate. Section 13. Alterations of Documents. Alterations and modifications of this Agreement, the Lease, the Loan Agreement, the Company Guaranty, the Personal Guaranty, the Lease Assignment, the Mortgage and Security Agreement, the Assignment of Rights, the Escrow Agreement or of any supplements thereto, may be made only with the written consent of the County, the Proprietor, the Bondholder, and the Company; provided that only the consent of the Bondholder shall be required to waive any of the provisions of Section 4 hereof subsequent to Closing Time. Section 14. Limitation of Liability of Members, etc., of County. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of a present or future member, commissioner, officer, employee or agent of the -15-